Item 1. Legal Proceedings
ITEM 1.
LEGAL PROCEEDINGS
On July 23, 2021, David R. Rosener, a purported stockholder of PDS, filed a putative class action and
shareholder derivative complaint in the Court of Chancery of the State of Delaware (C.A. No. 2021-0644) JRS against PDS and all of our directors and certain of our executive officers. The plaintiff named all current directors of PDS as defendants
as well as PDS’s Chief Scientific Officer and Chief Medical Officer as defendants and also named PDS as a nominal defendant. The plaintiff claims that PDS’s bylaws required tabulation of broker non-votes on Proposal 3 of the proxy, which sought
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. In addition, the complaint asserts
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
pursuant to the Restated Plan. 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. Given the early stage of this lawsuit, PDS is unable
to reasonably estimate the costs associated with the lawsuit or predict the outcome. Each of the Company, its directors and the named executives intend
to defend this action vigorously. There can be no guarantee as to the timing of any resolution.
PDS may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of
its business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance.
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