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PDS Biotech’s Lender Gets 100% of New Non-ATM Equity Cash

5 min read
Roman PerkowskiRoman Perkowski

NEW YORK, Sept. 4, 2026, 10:21 p.m. EDT — PDS Biotechnology Corporation (NASDAQ:PDSB) agreed to send 100% of new non-ATM equity cash to its lender. The rule lasts until a $6 million promissory note is repaid.

The amendment narrows an already difficult funding path. PDS had $5.6 million of cash at June 30 and negative working capital of $5.3 million. Its market value is only about $12.3 million.

Fresh equity can still reduce debt. It cannot fully replenish operating cash at the same time. That matters for a biotechnology company with no product revenue and clinical trials to finance.

The financing reset followed a 65% one-day collapse

Daily closes, Aug. 5–Sept. 4, 2026

Friday close $0.2200After hours $0.2248Since Aug. 5 −69.9%8-K filed after close
PDS Biotechnology shares fell from 73 cents on August 5 to 26 cents on August 11 after a strategic reset, then closed September 4 at 22 cents. $0.85$0.60$0.35$0.15 Aug. 11 reset−64.9% that day$0.22 Aug. 5Aug. 20Sept. 4 Mobile view of PDS Biotechnology daily closes from August 5 through September 4, showing the August 11 collapse and a final close of 22 cents. $0.85$0.60$0.35$0.15 Aug. 11 reset−64.9%$0.22 Aug. 5Aug. 20Sept. 4

Price as of . Source: StockAnalysis, using S&P Global Market Intelligence data. Returns use unadjusted closes. After-hours trading can be thin.

The filing arrived at 5:25 p.m. EDT, after Friday’s regular close. PDS finished at 22 cents, unchanged on the day. It later traded 2.2% higher at 22.48 cents after hours.

The muted move follows a much larger break. Shares lost 64.9% on August 11, when PDS abandoned internal funding for its Phase 3 VERSATILE-003 trial. The stock has stayed near 20 to 23 cents since then.

Friday’s Form 8-K details a lender amendment dated August 31. Any net cash from an equity or equity-linked deal outside the ATM must reach the holder within five business days. It first covers accrued interest, then principal.

New equity now travels through the lender first

How the amended $6 million promissory note treats fundraising cash

NON-ATM EQUITY

100% mandatory redemption

1PDS closes a new equity or equity-linked financing outside its ATM.
2All net cash proceeds go to the holder within five business days.
3Cash pays accrued interest first, then reduces note principal.
Operational cash appears only after the note is fully repaid or another funding source is secured.
ATM SHARE SALES

Weekly cash sweep

1ATM proceeds first cover the next monthly installment and accrued interest.
2Above that threshold, 60% goes to the holder and PDS may retain 40%.
3PDS reports weekly and remits the applicable amount one business day later.
The ATM can fund operations, but the lender receives priority and a continuing share of excess proceeds.
EFFECTIVE ONLY AFTERSept. 14 paymentThe scheduled installment must be paid in full.
NASDAQ CURE PERIOD180 daysExtended from 75 days.
WAIVERSNone grantedThe holder demanded strict compliance.

Source: PDS Biotechnology’s Sept. 4 Form 8-K and the executed note amendment.

The ATM route is different, but still restrictive. Its proceeds first cover the next installment and interest. After that threshold, the lender gets 60% of excess cash and PDS may keep 40%.

PDS must report ATM receipts weekly. The applicable payment is due one business day later. This converts the ATM from a flexible cash source into a partly swept account.

The company did receive one concession. A Nasdaq listing-deficiency cure period rose to 180 days from 75. The amendment only takes effect after PDS pays its September 14 installment in full.

The filing does not state that installment’s amount. It also grants no waiver of any default. The holder expressly demanded strict compliance with the existing note.

June liquidity was already below current obligations

Balance-sheet and cash-flow position at June 30, 2026

CASH$5.60mcash and equivalents
CURRENT ASSETS$7.05mavailable within one year
CURRENT LIABILITIES$12.38mdue within one year
WORKING CAPITAL−$5.33mcurrent funding gap
Current liabilities$12.38m
Current assets$7.05m
Cash alone$5.60m
SIX-MONTH OPERATING USE$7.16mCash used by operations through June, down from $18.13 million a year earlier.
ILLUSTRATIVE CASH COVER4.7 monthsJune cash divided by the first-half monthly operating average. Actual needs can differ sharply.

Source: PDS Biotechnology’s Q2 Form 10-Q. The 4.7-month figure is a simple historical ratio, not company guidance.

The original note carried $6 million of principal, a 10% annual rate and a June 15, 2027 maturity. It generated $5.76 million of gross proceeds. PDS also issued a warrant for about 2.16 million shares.

June cash already included those loan proceeds. Yet cash fell $21.1 million during the first half. Financing activities used $14.0 million, largely because PDS repaid older debt.

Operations used $7.2 million over six months. Current liabilities exceeded current assets by $5.3 million. PDS concluded that substantial doubt existed about its ability to continue as a going concern for at least 12 months.

The clinical strategy now rests on PDS0301, a tumor-targeted IL-12 drug candidate. PDS stopped internal investment in PDS0101 and discontinued VERSATILE-003. It hopes a partner will fund further work on that program.

Early PDS0301 data offer a reason to keep financing the pipeline. A small, non-randomized NCI study showed responses in seven of nine patients. A parallel trial without PDS0301 reported seven responses among 20 patients.

Those figures are preliminary. They come from a tiny group and do not prove a survival benefit in a controlled trial. Advancing the drug will require more evidence and more cash.

Risks: PDS may issue shares at a deeply depressed price, creating heavy dilution. The lender can accelerate repayment after specified defaults. A Nasdaq deficiency remains unresolved, and the amendment is conditional on the September 14 payment. PDS0301 may fail in later trials or prove too costly to advance.

The loan amendment buys time on Nasdaq compliance, not operating freedom. Shareholders now need to track every financing route. The crucial number is how much new cash remains after the lender is paid.

Sources

Roman Perkowski

About the author

Roman Perkowski

Roman Perkowski is a senior markets reporter at TechStock² covering company news, technology shares and economic developments across global equity markets. He graduated from the Cracow University of Economics and previously worked in investment research and corporate finance. Follow him on Google News.