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): November 21, 2023
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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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):
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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 Stock Market LLC
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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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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On November 21, 2023, Matthew Hill submitted his resignation, effective December 1, 2023, as Chief Financial Officer, Principal
Financial Officer and Principal Accounting Officer of PDS Biotechnology Corporation (the “Company”) in order to pursue other professional endeavors. Mr. Hill acknowledged that his resignation was not the result of any disagreement relating to
the Company’s operations, policies or practices.
On November 28, 2023, the Company entered into an Executive Employment Agreement with Lars Boesgaard (the “Employment Agreement”),
pursuant to which Mr. Boesgaard will assume the role of the Company’s Chief Financial Officer, effective as of December 4, 2023 (the “Effective Date”). On the Effective Date, Mr. Boesgaard will also serve as the Company’s Principal Financial
Officer and Principal Accounting Officer.
Mr. Boesgaard, age 54, has had a career spanning more than 25 years in healthcare and has deep capital markets and investor relations
experience with global clinical and commercial-stage pharmaceutical and biotechnology companies. He has prepared and executed corporate transactions and built financial frameworks for rapidly growing organizations. Mr. Boesgaard served as CFO of
AM-Pharma B.V. from September 2021 to August 2023. Mr. Boesgaard also served as CFO of Columbia Care from August 2018 to August 2021, where he completed key transactions including an IPO/reverse merger resulting in a $120 million capital infusion and
raising $200 million in public equity and debt offerings. Mr. Boesgaard was also previously the Vice President, CFO of Roka Bioscience from November 2015 to July 2018 and held several other senior finance positions with publicly traded companies
including Insulet Corporation, Alexion Pharmaceuticals and Novo Nordisk A/S. Mr. Boesgaard holds a Bachelor of Science in Business Administration from the Copenhagen Business School and a Master of Business Administration from the Richard Ivey School
of Business, Western University, Ontario, Canada.
There are no family relationships between Mr. Boesgaard and any of the Company’s directors or other executive officers. There are no
arrangements or understandings between Mr. Boesgaard and any other persons or entities pursuant to which he has been appointed as Chief Financial Officer and Mr. Boesgaard 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. Boesgaard will receive an annual salary of $420,000, which is subject to adjustment
at the discretion of the Board of Directors of the Company (the “Board”). Mr. Boesgaard is also eligible for an annual performance bonus of 40% of his base salary, as determined by the Board or the Compensation Committee of the Board, provided
that Mr. Boesgaard remains employed with the Company on the last day of the relevant performance period. The Employment Agreement further provides that if Mr. Boesgaard’s employment is terminated by the Company after his 90th day of
consecutive employment without cause or if he resigns for good reason after his 90th day of consecutive employment, then, Mr. Boesgaard 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 the Company intends to file as an exhibit to its Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
On the Effective Date, Mr. Boesgaard will receive an option to purchase 200,000 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. Boesgaard’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 the first
anniversary of the date of grant, and the remaining 75% vesting in 36 equal monthly installments thereafter, subject to Mr. Boesgaard’s continued service to the Company through each vesting date.
On November 28, 2023, the Company issued a press release announcing the appointment of Mr. Boesgaard as Chief Financial Officer. A
copy of the press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
| 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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Press Release dated November 28, 2023.
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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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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: November 28, 2023
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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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PDS Biotech Appoints Lars Boesgaard as Chief Financial Officer
PRINCETON, N.J., November 28, 2023 (GLOBE NEWSWIRE) -- PDS Biotechnology Corporation (Nasdaq: PDSB) (“PDS Biotech” or the “Company”), a clinical-stage immunotherapy company developing a growing pipeline of targeted cancer immunotherapies and infectious disease
vaccines based on the Company’s proprietary T cell activating platforms, today announced the appointment of Lars Boesgaard as Chief Financial Officer (CFO), effective as of December 4, 2023. Mr. Boesgaard succeeds Matthew Hill, who
resigned as PDS Biotech’s CFO on November 21, 2023, effective December 1, 2023, to pursue other professional endeavors.
“We are delighted to welcome Lars to the PDS Biotech team. He is an experienced CFO with an impressive track record of
guiding biotech companies to create strategic growth. I look forward to his insights as well as his financial expertise and oversight as we continue to mature our business and advance our lead targeted cancer immunotherapy clinical candidates
towards commercialization,” said Frank Bedu-Addo, PhD, President and Chief Executive Officer of PDS Biotech. “Additionally, we would like to thank Matt for his contributions to PDS Biotech’s progress and wish him all the best in his new role.”
Mr. Boesgaard has had a career spanning more than 25 years in healthcare and has deep capital markets and investor relations experience with global clinical and
commercial-stage pharmaceutical and biotechnology companies. He has prepared and executed corporate transactions and built financial frameworks for rapidly growing organizations. Prior to joining PDS Biotech, Mr. Boesgaard served as CFO of AM-Pharma
B.V. from September 2021 to August 2023. Mr. Boesgaard also served as CFO of Columbia Care from August 2018 to August 2021, where he completed key transactions including an IPO / reverse merger resulting in a $120 million capital infusion and raising
$200 million in public equity and debt offerings. Mr. Boesgaard was also previously the Vice President, CFO of Roka Bioscience from November 2015 to July 2018 and held several other senior finance positions with publicly traded companies including
Insulet Corporation, Alexion Pharmaceuticals and Novo Nordisk A/S. Mr. Boesgaard holds a Bachelor of Science in Business Administration from the Copenhagen Business School and a Master of Business Administration from the Richard Ivey School of
Business, Western University, Ontario, Canada.
“I’m excited to join PDS Biotech as the company advances its robust pipeline of groundbreaking targeted cancer immunotherapies,” said Mr. Boesgaard. “I look forward to
working with the team to help drive PDS Biotech’s business strategy and financial growth.”
PDS Biotech is a clinical-stage immunotherapy company developing a growing pipeline of targeted cancer and infectious disease immunotherapies based on our proprietary
Versamune®, Versamune® plus PDS01ADC, and Infectimune® T cell-activating platforms. We believe our targeted immunotherapies have the potential to overcome the limitations of current immunotherapy approaches through
the activation of the right type, quantity and potency of T cells. To date, our lead Versamune® clinical candidate, PDS0101, has demonstrated the ability to reduce and shrink tumors and stabilize disease in combination with approved and
investigational therapeutics in patients with a broad range of HPV16-associated cancers in multiple Phase 2 clinical trials and plan to advance into a Phase 3 clinical trial in combination with KEYTRUDA® for the treatment of
recurrent/metastatic HPV16-positive head and neck cancer in the first quarter 2024. Our Infectimune® based vaccines have also demonstrated the potential to induce not only robust and durable neutralizing antibody responses, but also
powerful T cell responses, including long-lasting memory T cell responses in pre-clinical studies to date. 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,” “forecast,”
“guidance”, “outlook” and other similar expressions among others. 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; the 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 Company’s dependence on additional financing to fund its operations and complete the
development and commercialization of its product candidates, and the risks that raising such additional capital may restrict the Company’s operations or require the Company to relinquish rights to the Company’s technologies or product candidates;
the Company’s limited operating history in the Company’s current line of business, which makes it difficult to evaluate the Company’s prospects, the Company’s business plan or the likelihood of the Company’s successful implementation of such
business plan; the timing for the Company or its partners to initiate the planned clinical trials for PDS0101, PDS0203 and other Versamune® and Infectimune® based product candidates; 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, PDS0203 and other Versamune® and Infectimune® based product candidates
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 success, timing and cost of the
Company’s ongoing clinical trials and anticipated clinical trials for the Company’s current product candidates, including statements regarding the timing of initiation, pace of enrollment and completion of the trials (including the Company’s
ability to fully fund its disclosed clinical trials, which assumes no material changes to the Company’s currently projected expenses), futility analyses, presentations at conferences and data reported in an abstract, and receipt of interim or
preliminary results (including, without limitation, any preclinical results or data), which are not necessarily indicative of the final results of the Company’s ongoing clinical trials; the Company’s ability to continue as a going concern; any
Company statements about its understanding of product candidates mechanisms of action and interpretation of preclinical and early clinical results from its clinical development programs and any collaboration studies; and other factors, including
legislative, regulatory, political and economic developments not within the Company’s control. 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 other risks, uncertainties, and other factors described under “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” and elsewhere in the documents we file with the U.S. Securities and Exchange Commission. 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.
Versamune®
and Infectimune® are registered trademarks of PDS Biotechnology Corporation. KEYTRUDA® is a registered trademark of
Merck Sharp and Dohme LLC, a subsidiary of Merck & Co., Inc., Rahway, N.J., USA.
Investor Contact:
Rich Cockrell
CG Capital
Phone: +1 (404) 736-3838
Email: pdsb@cg.capital
Media Contact:
Gina Cestari
6 Degrees
Phone: +1 (917) 797-7904
Email: gcestari@6degreespr.com