SEC Form 3 · accession 0001193125-26-397028
PDS Biotechnology Corp · PDSB
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Sep 14, 2026
Accepted (ET)
Sep 21, 2026 · 8:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001472091
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | holding | — | — | — | 13,005,334 | I | See Footnote |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Pre-Funded WarrantsF5,F3 | $0.0003 | holding | — | — | — | — | — | Common Stock | 22,392,896 | — | I |
| Common WarrantsF5,F4 | $0.22 | holding | — | — | — | Sep 14, 2027 | Sep 14, 2028 | Common Stock | 17,699,115 | — | I |
Explanation of responses
- F1The reported securities are included within 35,398,230 PIPE Units (the "Units") purchased by Nant Capital, LLC ("Nant Capital") from the Issuer for a price of $0.2825 per Unit in a private placement transaction (the "Private Placement") announced on September 7, 2026, which closed on September 14, 2026. Each Unit is comprised of (i) One (1) share of the Issuer's common stock, par value $0.00033 per share ("Common Stock") or, at the election of a purchaser, a Pre-Funded Warrant to purchase one share of Common Stock (the "Pre-Funded Warrant") in lieu of such shares, and (ii) an accompanying Common Warrant to purchase one-half of one share of Common Stock (the "Common Warrant").
- F2Represents shares of Common Stock purchased directly from the Issuer by Nant Capital in connection with the Private Placement transaction. Dr. Patrick Soon-Shiong is the sole member of Nant Capital and may be deemed to beneficially own the securities held by Nant Capital, subject to any applicable California community property laws.
- F3The Pre-Funded Warrants are exercisable at any time and have no expiration date. The Pre-Funded Warrants include an exercise limitation that prohibits the holder from exercising the Pre-Funded Warrants in an amount in excess of the specified ownership threshold of 19.9% of the issued and outstanding shares of Common Stock (the "Pre-Funded Warrant Blocker"). Upon 61 days' prior notice to the Issuer, the holder of the Pre-Funded Warrants may increase or decrease the Pre-Funded Warrant Blocker, provided that the Pre-Funded Warrant Blocker in no event exceeds 19.99% of the issued and outstanding shares of Common Stock.
- F4The Common Warrants are exercisable at any time from the date of issuance through 5:00 p.m., New York City time, on the one-year anniversary of the date of issuance. The Common Warrants include an exercise limitation that prohibits the holder from exercising the Common Warrants in an amount in excess of the specified ownership threshold of 19.9% of the issued and outstanding shares of Common Stock (the "Common Warrant Blocker"). Upon 61 days' prior notice to the Issuer, the holder of the Common Warrants may increase or decrease the Common Warrant Blocker, provided that the Common Warrant Blocker in no event exceeds 19.99% of the issued and outstanding shares of Common Stock
- F5Dr. Patrick Soon-Shiong is the sole member of Nant Capital and may be deemed to beneficially own the securities held by Nant Capital, subject to any applicable California community property laws.