LEGAL PROCEEDINGS
−Removed: From time to time, PDS may be subject to various legal proceedings and claims that arise in the ordinary course of its business activities.
−Removed: Litigation, regardless of the outcome, could have an
−Removed: adverse impact on PDS because of defense and settlement costs, diversion of management resources and other factors.
−Removed: PDS is not currently a party to any legal proceedings, the adverse outcome of which, in PDS’s management’s opinion, individually or
−Removed: in the aggregate, would have a material adverse effect on PDS’s results of operations or financial position.
+Added: On July 23, 2021, David R.
+Added: Rosener, a purported stockholder of PDS, filed a putative class action and
+Added: shareholder derivative complaint in the Court of Chancery of the State of Delaware (C.A.
+Added: 2021-0644) JRS against PDS and all of our directors and certain of our executive officers.
+Added: The plaintiff named all current directors of PDS as defendants
+Added: as well as PDS’s Chief Scientific Officer and Chief Medical Officer as defendants and also named PDS as a nominal defendant.
+Added: The plaintiff claims that PDS’s bylaws required tabulation of broker non-votes on Proposal 3 of the proxy, which sought
+Added: shareholder approval of the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Restated Plan”) that was voted upon at the 2021 annual stockholder meeting on June 17, 2021.
+Added: In addition, the complaint asserts
+Added: claims for breach of fiduciary duties, declaratory judgment, waste of corporate assets and unjust enrichment in connection with the Restated Plan and the granting of an aggregate award of 1,040,700 stock options to certain executive officers
+Added: pursuant to the Restated Plan.
+Added: The plaintiff seeks unspecified monetary damages, seeks to have the Restated Plan declared void, and seeks recission of the grant of stock options as ultra vires.
+Added: Given the early stage of this lawsuit, PDS is unable
+Added: to reasonably estimate the costs associated with the lawsuit or predict the outcome.
+Added: Each of the Company, its directors and the named executives intend
+Added: to defend this action vigorously.
+Added: There can be no guarantee as to the timing of any resolution.
+Added: PDS may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of
+Added: its business.
+Added: Such matters are subject to many uncertainties and outcomes are not predictable with assurance.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.