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Item 9A. Controls and Procedures

2026-03-30 compared with 2025-03-27 · 716 added, 471 removed, 579 unchanged (67% of the section changed)

1 unchanged sentence

Limitations of Internal Control System

Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that

misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.

Therefore, even those systems determined to be effective can provide only reasonable assurance

with respect to financial statement preparation and presentation.

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud.

Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can

provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within our company have been detected.

Therefore, even those systems determined to be effective can provide

only reasonable assurance with respect to financial statement preparation and presentation.

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure

controls and procedures, (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), as of December 31, 2024.

Based on that evaluation, management has concluded that, as of such date,

our disclosure controls and procedures were effective at the reasonable assurance level.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange

Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief

Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can

provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing disclosure controls and procedures, management was required to apply its judgment in evaluating the

cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential future conditions.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of

the design and operation of our disclosure controls and procedures, (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”)), as of December 31, 2025.

Based on that evaluation,

management has concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports

that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our

Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no

matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing disclosure controls and procedures, management was required

to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future

events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange

Our management conducted an assessment of the effectiveness of our internal control over financial reporting based on the framework established in the 2013 Internal Control-Integrated Framework issued

by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Our management is responsible for establishing and

maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Our management conducted an assessment of the effectiveness of our internal control over financial reporting based

on the framework established in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this assessment, our management has determined that our internal control over financial reporting was effective as of December

Changes in Internal Control over Financial Reporting

There has been no change in our internal control over financial reporting in our most recent fiscal quarter that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

There has been no change in our internal control over financial reporting in our most recent fiscal quarter that has materially

affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Other Information

During the three (3) months ended December 31, 2024, no director or officer adopted

or terminated any contract, instruction or written plan for the purchase or sale of company securities intended to satisfy the

affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act and/or any non-Rule 10b5-1 trading arrangement.

During the three (3) months ended December 31, 2025, no director or officer adopted or terminated any contract, instruction or written

plan for the purchase or sale of company securities intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act and/or any non-Rule 10b5-1 trading arrangement.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Certain information required by Part III is omitted from this Annual Report on Form 10-K because we intend to file a definitive Proxy Statement for the Annual Meeting of

Stockholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and the applicable information included in the Proxy Statement is

incorporated herein by reference.

Certain information required by Part III is omitted from this Annual Report on Form 10-K because we intend to file a definitive Proxy

Statement for the Annual Meeting of Stockholders pursuant to Regulation 14A of the Securities Exchange Act of 1934, not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K, and the applicable information

included in the Proxy Statement is incorporated herein by reference.

Directors, Executive Officers and Corporate Governance

11 unchanged sentences

Financial Statements:

The information concerning our consolidated financial statements, and Report of Independent Registered Public Accounting Firm (PCAOB ID 185 ) required by this Item is incorporated by reference herein to the section of this Annual Report on Form 10-K in Item 8, entitled “Financial Statements and Supplementary

The information concerning our consolidated financial statements, and Report of Independent Registered Public Accounting Firm (PCAOB ID

185 ) required by this Item is incorporated by reference herein to the section of this Annual Report on Form 10-K in Item 8, entitled

“Financial Statements and Supplementary Data”.

Financial Statement Schedules:

All schedules have been omitted because the required information is not present or not present in amounts sufficient to require submission of the schedules, or because the

information required is shown in the financial statements or the notes thereto.

The list of exhibits required by Item 601 of Regulation S-K is set forth in the Exhibit Index immediately preceding the signature page to this Annual Report on Form 10-K and is

incorporated herein by reference.

All schedules have been omitted because the required information is not present or not present in amounts sufficient to require

submission of the schedules, or because the information required is shown in the financial statements or the notes thereto.

The list of exhibits required by Item 601 of Regulation S-K is set forth in the Exhibit Index immediately preceding the signature page

to this Annual Report on Form 10-K and is incorporated herein by reference.

Form 10-K Summary

We may voluntarily include a summary of information required by Form 10-K under this Item 16.

We have elected not to include such summary information.

We have elected not to include such

summary information.

Exhibit Description

Placement Agency Agreement, dated February 26, 2025, between PDS Biotechnology Corporation and A,G,P./Alliance Global Partners (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on

February 28, 2025, and incorporated by reference herein).

Agreement and Plan of Merger and Reorganization, dated November 23, 2018, by and among Edge Therapeutics, Inc., Echos Merger Sub, Inc.

and PDS Biotechnology Corporation (filed as Exhibit 2.1 to the

Company’s Current Report on Form 8-K filed on November 26, 2018, and incorporated by reference herein).

Amendment No.

1 to Agreement and Plan of Merger and Reorganization, dated January 24, 2019, by and among Edge Therapeutics, Inc., Echos Merger Sub, Inc.

and PDS Biotechnology Corporation (filed as Exhibit

2.1 to the Company’s Current Report on Form 8-K filed on January 30, 2019, and incorporated by reference herein).

Placement Agency Agreement, dated February 26, 2025, between PDS Biotechnology Corporation and A,G,P./Alliance Global Partners (filed as Exhibit

10.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated by reference herein).

Eighth Amended and Restated Certificate of Incorporation of Edge Therapeutics, Inc.

(filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on October 6, 2015, and incorporated by reference

Third Amended and Restated Bylaws of PDS Biotechnology Corporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March 15, 2022, and incorporated by reference herein).

Certificate of Amendment to Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on March 18, 2019, and incorporated by reference herein).

Certificate of Amendment to Amended and Restated Certificate of Incorporation (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K on March 18, 2019, and incorporated by reference herein).

Certificate of Amendment to Amended and Restated Certificate of Incorporation (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on June 24, 2024, and incorporated by reference herein).

(filed as Exhibit 3.1 to the Company’s Current Report on Form

8-K filed on October 6, 2015, and incorporated by reference herein).

Third Amended and Restated Bylaws of PDS Biotechnology Corporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on March

15, 2022, and incorporated by reference herein).

Certificate of Amendment to Amended and Restated Certificate of Incorporation (filed as Exhibit 3.1 to the Company’s Current Report on Form 8-K on

March 18, 2019, and incorporated by reference herein).

Certificate of Amendment to Amended and Restated Certificate of Incorporation (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K on

March 18, 2019, and incorporated by reference herein).

Certificate of Amendment to Amended and Restated Certificate of Incorporation (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on

June 24, 2024, and incorporated by reference herein).

Form of Certificate of Common Stock (filed as Exhibit 4.1 to the Company’s Pre-Effective Amendment No.

1 to the registration statement on Form S-1 (File No.

333- 206416) filed on September 21, 2015, and

incorporated by reference herein).

Description of Securities (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K filed on March 27, 2020, and incorporated by reference herein).

1 to the registration statement on Form S-1

333- 206416) filed on September 21, 2015, and incorporated by reference herein).

Description of Securities (filed as Exhibit 4.10 to the Company’s Annual Report on Form 10-K filed on March 27, 2020, and incorporated by reference

Form of Indenture (filed as Exhibit 4.3 to the Company’s registration statement on Form S-3 (File No.

333-267041) on August 24, 2022, and incorporated by reference herein).

Form of Pre-Funded Warrant (February 2025 Offering) (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated by reference herein).

Form of Common Warrant (February 2025 Offering) (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated by reference herein).

Form of Warrant issued under the Venture Loan and Security Agreement, dated August 24, 2022 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q on November 14, 2022, and incorporated by

reference herein).

Venture Loan and Security Agreement, dated August 24, 2022, by and among Horizon Technology Finance Corporation, as a lender and collateral agent, Powerscourt Investments XXV, LP, as a lender, PDS Operating

Corporation, as a guarantor, and PDS Biotechnology Corporation, as borrower (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q on November 14, 2022, and incorporated by reference herein).

Clinical Trial Collaboration and Supply Agreement, dated May 19, 2017, by and between PDS Biotechnology Corporation and MSD International GmbH (filed as Exhibit 10.24 to the Company’s Registration Statement

on Form S-4/A on January 25, 2019, and incorporated by reference herein).

Patent License Agreement, dated January 5, 2015, by and between PDS Biotechnology Corporation and National Institutes of Health, as amended by First Amendment, dated August 5, 2015 (filed as Exhibit 10.25

to the Company’s Registration Statement on Form S-4/A on January 25, 2019, and incorporated by reference herein).

Cost Reimbursement Agreement, dated November 1, 2015, by and between PDS Biotechnology Corporation and University of Kentucky Research Foundation (filed as Exhibit 10.27 to the Company’s Registration

Statement on Form S-4/A on January 25, 2019, and incorporated by reference herein).

Public Health Service Cooperative Research & Development Agreement for Intramural-PHS Clinical Research, dated effective as of February 2, 2015, by and between the National Cancer Institute and PDS

Biotechnology Corporation (filed as Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A on January 25, 2019, and incorporated by reference herein).

DOTAP Chloride Enantiomer License Agreement effective November 1, 2008, between Merck Eprova AG and PDS Biotechnology Corporation (filed as Exhibit 10.29 to the Company’s Registration Statement on Form

S-4/A on January 25, 2019, and incorporated by reference herein).

License Agreement dated as of December 30, 2022 by and between Merck KGaA, Darmstadt, Germany and PDS Biotechnology Corporation (filed as Exhibit 10.9 to the Company’s Annual Report on Form 10-K on March

333-267041) on August 24, 2022, and

incorporated by reference herein).

Form of Pre-Funded Warrant (February 2025 Offering) (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025,

and incorporated by reference herein).

Share Transfer Agreement by and between PDS Biotechnology Corporation and Merck KGaA, Darmstadt, Germany.

(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on January 3, 2023, and

Form of Common Warrant (February 2025 Offering) (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and

incorporated by reference herein).

PDS Biotechnology 2010 Equity Incentive Plan, and forms of agreement thereunder (filed as Exhibit 10.2 to the Company’s Registration Statement on Form S-1/A on September 21, 2015, and incorporated by

Form of Warrant (Securities Purchase Agreement) (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on May 2, 2025, and

incorporated by reference herein).

Form of Debenture (Securities Purchase Agreement) (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on May 2, 2025, and

incorporated by reference herein).

Form of Pre-Funded Warrant (November 2025 Offering) (filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 12, 2025,

and incorporated by reference herein).

Form of Common Warrant (November 2025 Offering) (filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K filed on November 12, 2025, and

incorporated by reference herein).

Form of Warrant Amendment (filed as Exhibit 4.3 to the Company’s Current Report on Form 8-K filed on November 12, 2025, and incorporated by

reference herein).

Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K on July 17, 2023, and incorporated by reference

Employee Stock Option Agreement under the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on

December 9, 2020, and incorporated by reference herein).

PDS Biotechnology Corporation 2009 Stock Option Plan, as amended (filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 on June 4, 2019, and incorporated by reference herein).

PDS Biotechnology Corporation 2018 Stock Option Plan (filed as Exhibit 99.2 to the Company’s Registration Statement on Form S-8 on June 4, 2019, and incorporated by reference herein).

Form of PDS Biotechnology Corporation Option Agreement for the PDS Biotechnology Corporation 2009 Stock Option Plan, as amended (filed as Exhibit 99.3 to the Company’s Registration Statement on Form S-8 on

June 4, 2019, and incorporated by reference herein).

Form of PDS Biotechnology Corporation Option Agreement for the PDS Biotechnology Corporation 2018 Stock Incentive Plan (filed as Exhibit 99.4 to the Company’s Registration Statement on Form S-8 on June 4,

Form of Warrant issued under the Venture Loan and Security Agreement, dated August 24, 2022 (filed as Exhibit 10.1 to the Company’s Quarterly

Report on Form 10-Q on November 14, 2022, and incorporated by reference herein).

Clinical Trial Collaboration and Supply Agreement, dated May 19, 2017, by and between PDS Biotechnology Corporation and MSD International GmbH

(filed as Exhibit 10.24 to the Company’s Registration Statement on Form S-4/A on January 25, 2019, and incorporated by reference herein).

Patent License Agreement, dated January 5, 2015, by and between PDS Biotechnology Corporation and National Institutes of Health, as amended by

First Amendment, dated August 5, 2015 (filed as Exhibit 10.25 to the Company’s Registration Statement on Form S-4/A on January 25, 2019, and incorporated by reference herein).

Public Health Service Cooperative Research & Development Agreement for Intramural-PHS Clinical Research, dated effective as of February 2,

2015, by and between the National Cancer Institute and PDS Biotechnology Corporation (filed as Exhibit 10.28 to the Company’s Registration Statement on Form S-4/A on January 25, 2019, and incorporated by reference herein).

DOTAP Chloride Enantiomer License Agreement effective November 1, 2008, between Merck Eprova AG and PDS Biotechnology Corporation (filed as Exhibit

10.29 to the Company’s Registration Statement on Form S-4/A on January 25, 2019, and incorporated by reference herein).

License Agreement dated as of December 30, 2022 by and between Merck KGaA, Darmstadt, Germany and PDS Biotechnology Corporation (filed as Exhibit

10.9 to the Company’s Annual Report on Form 10-K on March 28, 2023, and incorporated by reference herein).

Share Transfer Agreement by and between PDS Biotechnology Corporation and Merck KGaA, Darmstadt, Germany.

(filed as Exhibit 10.1 to the Company’s

Current Report on Form 8-K on January 3, 2023, and incorporated by reference herein).

PDS Biotechnology 2010 Equity Incentive Plan, and forms of agreement thereunder (filed as Exhibit 10.2 to the Company’s Registration Statement on

Form S-1/A on September 21, 2015, and incorporated by reference herein).

Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s Current Report on Form

8-K on July 17, 2023, and incorporated by reference herein).

Amendment to the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (filed as Exhibit 10.1 to the Company’s

Current Report on Form 8-K on June 11, 2025, and incorporated by reference herein).

Employee Stock Option Agreement under the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (filed as Exhibit

10.4 to the Company’s Current Report on Form 8-K filed on December 9, 2020, and incorporated by reference herein).

Form of Restricted Stock Unit Agreement under the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (filed as

Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2025, and incorporated by reference herein).”

PDS Biotechnology Corporation 2009 Stock Option Plan, as amended (filed as Exhibit 99.1 to the Company’s Registration Statement on Form S-8 on June

4, 2019, and incorporated by reference herein).

PDS Biotechnology Corporation 2019 Inducement Plan, as amended (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January 22, 2024, and incorporated by reference herein).

Form of Stock Option Grant Notice and Stock Option Agreement under the 2019 Inducement Plan (filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K on June 20, 2019, and incorporated by reference

Form of Indemnification Agreement for officers and directors (filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1 on August 14, 2015, and incorporated by reference herein).

Sublease Agreement, effective as of March 5, 2020, by and between PDS Biotechnology Corporation and COWI North America, Inc.

(filed as Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed on

March 27, 2020, and incorporated by reference herein).

PDS Biotechnology Corporation 2018 Stock Option Plan (filed as Exhibit 99.2 to the Company’s Registration Statement on Form S-8 on June 4, 2019,

and incorporated by reference herein).

Form of PDS Biotechnology Corporation Option Agreement for the PDS Biotechnology Corporation 2009 Stock Option Plan, as amended (filed as Exhibit

99.3 to the Company’s Registration Statement on Form S-8 on June 4, 2019, and incorporated by reference herein).

Form of PDS Biotechnology Corporation Option Agreement for the PDS Biotechnology Corporation 2018 Stock Incentive Plan (filed as Exhibit 99.4 to

the Company’s Registration Statement on Form S-8 on June 4, 2019, and incorporated by reference herein).

PDS Biotechnology Corporation 2019 Inducement Plan, as amended (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on January

22, 2024, and incorporated by reference herein).

Form of Stock Option Grant Notice and Stock Option Agreement under the 2019 Inducement Plan (filed as Exhibit 10.2 to the Company’s Current Report

on Form 8-K on June 20, 2019, and incorporated by reference herein).

Form of Indemnification Agreement for officers and directors (filed as Exhibit 10.9 to the Company’s Registration Statement on Form S-1 on August

14, 2015, and incorporated by reference herein).

Patent License Agreement dated as of November 5, 2021, by and between PDS Biotechnology Corporation and the U.S.

Department of Health and Human Services, as represented by the National Cancer Institute

(filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on March 31, 2022, and incorporated by reference herein).

Department of Health and Human

Services, as represented by the National Cancer Institute (filed as Exhibit 10.19 to the Company’s Annual Report on Form 10-K filed on March 31, 2022, and incorporated by reference herein).

Option Agreement with University of Georgia Research Foundation, Inc.

effective as of October 25, 2021 (filed as Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on March 31, 2022, and

incorporated by reference herein).

PDS Biotechnology Corporation Change of Control Severance Plan effective as of March 14, 2022 (filed as Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on March 31, 2022, and incorporated by

reference herein)

effective as of October 25, 2021 (filed as Exhibit 10.20 to the Company’s

Annual Report on Form 10-K filed on March 31, 2022, and incorporated by reference herein).

PDS Biotechnology Corporation Change of Control Severance Plan effective as of March 14, 2022 (filed as Exhibit 10.21 to the Company’s Annual

Report on Form 10-K filed on March 31, 2022, and incorporated by reference herein)

Amended and Restated Executive Employment Agreement by and between Frank K.

Bedu-Addo and PDS Biotechnology Corporation, effective as of March 14, 2022 (filed as Exhibit 10.22 to the Company’s Annual Report

on Form 10-K filed on March 31, 2022, and incorporated by reference herein).

Bedu-Addo and PDS Biotechnology Corporation, effective as of March 14,

2022 (filed as Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on March 31, 2022, and incorporated by reference herein).

Executive Employment Agreement by and between Gregory Conn, Ph.D.

and PDS Biotechnology Corporation, effective as of March 14, 2022 (filed as Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed

on March 31, 2022, and incorporated by reference herein).

Executive Employment Agreement by and between Lars Boesgaard and PDS Biotechnology Corporation, effective as of November 28, 2023 (filed as Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed on

March 28, 2024, and incorporated by reference herein).

and PDS Biotechnology Corporation, effective as of March 14, 2022 (filed as

Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on March 31, 2022, and incorporated by reference herein).

Executive Employment Agreement by and between Lars Boesgaard and PDS Biotechnology Corporation, effective as of November 28, 2023 (filed as Exhibit

10.26 to the Company’s Annual Report on Form 10-K filed on March 28, 2024, and incorporated by reference herein).

Executive Employment Agreement by and between Kirk V.

Shephard, M.D.

and PDS Biotechnology Corporation, effective as of January 22, 2024 (filed as Exhibit 10.27 to the Company’s Annual Report on Form 10-K

filed on March 28, 2024, and incorporated by reference herein).

Executive Employment Agreement by and between Spencer Brown and PDS Biotechnology Corporation, effective as of June 1, 2022 (filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on

August 8, 2022, and incorporated herein by reference).

and PDS Biotechnology Corporation, effective as of January 22, 2024 (filed as

Exhibit 10.27 to the Company’s Annual Report on Form 10-K filed on March 28, 2024, and incorporated by reference herein).

Executive Employment Agreement by and between Spencer Brown and PDS Biotechnology Corporation, effective as of June 1, 2022 (filed as Exhibit 10.1

to the Company’s Quarterly Report on Form 10-Q filed on August 8, 2022, and incorporated herein by reference).

Executive Employment Agreement by and between Stephan F.

Toutain and PDS Biotechnology Corporation, effective as of May 1, 2024 (filed as Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q filed on

May 15, 2024, and incorporated herein by reference).

Form of Securities Purchase Agreement, dated February 26, 2025, by and among PDS Biotechnology Corporation and the purchasers signatory thereto (filed as Exhibit 10.1 to the Company’s Current Report on Form

8-K filed on February 28, 2025, and incorporated by reference herein).

PDS Biotechnology Corporation Policy on Insider Trading (filed as Exhibit 19 to the Company’s Annual Report on Form 10-K filed on March 28, 2024, and incorporated by reference herein).

Subsidiary of PDS Biotechnology Corporation (filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 28, 2024, and incorporated by reference herein).

Toutain and PDS Biotechnology Corporation, effective as of May 1, 2024 (filed as Exhibit

10.3 to the Company’s Quarterly Report on Form 10-Q filed on May 15, 2024, and incorporated herein by reference).

Form of Securities Purchase Agreement, dated February 26, 2025, by and among PDS Biotechnology Corporation and the purchasers signatory thereto

(filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 28, 2025, and incorporated by reference herein).

Securities Purchase Agreement, dated April 30, 2025, by and among PDS Biotechnology Corporation, the purchasers named therein, and JGB Collateral

LLC (filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on May 2, 2025, and incorporated by reference herein).

Amendment Agreement entered into as of May 20, 2025, by and among JGB Capital, L.P., JGB Partners, L.P., JGB Capital Offshore Ltd.

Opportunity Master Fund SPC - Segregated Master Portfolio B, PDS Biotechnology Corporation and JGB Collateral LLC (filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed on August 13, 2025, and incorporated by reference

Registration Rights Agreement, dated April 30, 2025, by and among PDS Biotechnology Corporation and the purchasers named therein (filed as Exhibit

10.2 to the Company’s Current Report on Form 8-K filed on May 2, 2025, and incorporated by reference herein).

Security Agreement, dated April 30, 2025, by and among PDS Biotechnology Corporation., each of PDS Biotechnology Corporation’s specified

subsidiaries named therein, the purchasers named therein and JGB Collateral LLC (filed as Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on May 2, 2025, and incorporated by reference herein).

Form of Subsidiary Guarantee (filed as Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on May 2, 2025, and incorporated by reference

Form of Securities Purchase Agreement dated November 11, 2025, by and among PDS Biotechnology Corporation and the Purchasers (filed as Exhibit 10.1

to the Company’s Current Report on Form 8-K filed on November 12, 2025, and incorporated by reference herein)

PDS Biotechnology Corporation Policy on Insider Trading (filed as Exhibit 19 to the Company’s Annual Report on Form 10-K filed on March 28, 2024,

and incorporated by reference herein).

Subsidiary of PDS Biotechnology Corporation (filed as Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed on March 28, 2024, and

incorporated by reference herein).

Consent of KPMG LLP.

3 unchanged sentences

Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).

PDS Biotechnology Corporation Policy for Recovery of Erroneously Awarded Incentive Compensation (filed as Exhibit 97 to the Company’s Annual Report on Form 10-K filed on March 28, 2024, and incorporated by

reference herein).

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PDS Biotechnology Corporation Policy for Recovery of Erroneously Awarded Incentive Compensation (filed as Exhibit 97 to the Company’s Annual Report

on Form 10-K filed on March 28, 2024, and incorporated by reference herein).

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2 unchanged sentences

Confidential Treatment has been requested with respect to certain portions of this Exhibit.

Omitted portions have been filed separately with the Securities and Exchange Commission.

Omitted portions have been filed separately with the Securities and Exchange

Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on its behalf by the undersigned, thereunto

duly authorized.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K to be signed on

its behalf by the undersigned, thereunto duly authorized.

PDS Biotechnology Corporation

7 unchanged sentences

Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed by the following persons in the capacities indicated below and on the dates indicated:

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K has been signed by the following persons in the capacities

indicated below and on the dates indicated:

/s/ Frank Bedu-Addo

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Stephen Glover

/s/ Sir Richard Sykes

March 27, 2025

Sir Richard Sykes

/s/ Kamil Ali-Jackson

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Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of PDS Biotechnology Corporation and subsidiary (the

Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for the years then ended, and

the related notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and

2023, and the results of its operations and its cash flows for each of the years then ended, in conformity with U.S.

We have audited the accompanying consolidated balance sheets of PDS Biotechnology Corporation and subsidiary (the Company)

as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for years then ended, and the related

notes (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the

results of its operations and its cash flows for each of the years then ended, in conformity with U.S.

generally accepted accounting principles.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going

As discussed in Note 3 to the consolidated financial statements, the Company has experienced net losses and negative cash flows from operations that raise substantial doubt about its

ability to continue as a going concern.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

discussed in Note 3 to the consolidated financial statements, the Company has experienced net losses and negative cash flows from operations that raise substantial doubt about its ability to continue as a going

Management’s plans in regard to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might result from the outcome of this

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

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Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or

required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements

that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit

matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Accounting for convertible debentures and valuation of warrants

As discussed in Notes 3 and 13 to the consolidated financial statements, in April 2025, the Company issued (i) $22.2 million aggregate

principal amount of senior secured convertible debentures (the Debentures) and (ii) warrants to purchase shares of its common stock at a price of $2.52 per share.

We identified the evaluation of the accounting for the Debentures and the determination of the fair value of the related warrants as a

critical audit matter.

A high degree of challenging and complex auditor judgment was required to evaluate the terms and provisions of the Debentures.

Additionally, the audit effort required the involvement of professionals with

specialized skills and knowledge to evaluate 1) the application of the relevant accounting guidance for the Debentures and 2) the estimated fair value of the warrants due to the degree of subjectivity associated with the volatility

The following are the primary procedures we performed to address this critical audit matter.

We involved professionals with specialized

skills and knowledge in complex financing transactions, who assisted in inspecting the underlying agreements to understand the relevant terms and provisions of the Debentures and evaluating whether the Company’s accounting for the

Debentures is in accordance with the relevant accounting guidance.

We also involved valuation professionals with specialized skills and knowledge, who assisted in:

developing an independent expectation of the volatility assumption based on consideration of historical, implied and peer group share price volatility

developing an independent range of the fair value of the warrants using publicly available market data and the independently developed volatility

comparing the independently developed ranges of the fair value to the respective fair value of the warrants determined by the Company.

Accounting for equity offerings and valuation of warrants

As discussed in Notes 3 and 9 to the consolidated financial statements, in February and November 2025, the Company issued and sold common

stock, pre-funded warrants, and common stock warrants to purchase its common stock for net proceeds of $10.1 million and $4.8 million, respectively.

In November 2025, the Company also modified the terms of the warrants issued in

February 2025, to amend the exercise price and period of exercise (collectively, the 2025 Equity Offerings).

We identified the evaluation of the accounting for the 2025 Equity Offerings and the determination of the fair value of the related warrants

as a critical audit matter.

A high degree of challenging and complex auditor judgment was required to evaluate the terms and provisions of the 2025 Equity Offerings.

Additionally, the audit effort required the involvement of

professionals with specialized skills and knowledge to evaluate 1) the application of the relevant accounting guidance for the 2025 Equity Offerings and 2) the estimated fair value of the warrants due to the degree of subjectivity

associated with the volatility assumption.

The following are the primary procedures we performed to address this critical audit matter.

We involved professionals with specialized

skills and knowledge in complex financing transactions, who assisted in inspecting the underlying agreements to understand the relevant terms and provisions and evaluating whether the Company’s accounting for the 2025 Equity Offerings

is in accordance with the relevant accounting guidance.

We also involved valuation professionals with specialized skills and knowledge, who assisted in:

developing independent expectations of the volatility assumptions based on consideration of historical, implied and peer group share price volatility

developing independent ranges of the fair value of the warrants using publicly available market data and the independently developed volatility assumption

comparing the independently developed ranges of the fair values to the respective fair values of the warrants determined by the Company.

We have served as the Company’s auditor since 2019.

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Total current assets

Noncurrent assets:

Prepaid expenses

Property and equipment, net

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Accrued expenses

Notes payable - short term

Current portion of notes payable

Financing lease obligation - short term

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Noncurrent liabilities:

Note payable, net of debt discount

Note payable, net of current portion

Financing lease obligation-long term

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STOCKHOLDERS’ EQUITY

Common stock, $ 0.00033 par value, 150,000,000 and 75,000,000

shares authorized at December 31, 2024 and December 31, 2023 , 37,987,380 shares and 33,094,521 shares issued and outstanding at December 31, 2024 and December 31, 2023 , respectively

Common stock, $ 0.00033 par value, 150,000,000 shares authorized at December 31, 2025 and December 31, 2024 , 54,878,233 shares and 37,987,380 shares

issued and outstanding at December 31, 2025 and December 31, 2024 , respectively

Additional paid-in capital

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Stock-based compensation expense

Issuances of common stock from the Sales Agreement, net

Issuance of common stock from at-the-market program, net

Issuances of common stock, from exercise of stock options

Balance - March 31, 2024

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Stock-based compensation expense

Issuances of common stock, from exercise of stock options

Issuance of common stock for consulting agreement

Issuances of common stock from the Sales Agreement, net

Balance - June 30, 2024

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Stock-based compensation expense

Issuances of common stock from the Sales Agreement, net

Amortization of issuance costs from at-the-market program

Issuances of common stock, from exercise of stock options

Balance - September 30, 2024

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Issuances of common stock, from exercise of stock options

Issuance of common stock for consulting agreement

Issuances of common stock from the Sales Agreement, net

December 31, 2023

Issuance of common stock from at-the-market program, net

Balance - December 31, 2024

( 182,110,999

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Stock-based compensation expense

Issuances of common stock from the Sales Agreement, net

Issuances of common stock, from exercise of stock options

Issuance of common stock for consulting agreement

Issuance of common stock from at-the-market program, net

Issuances of common stock, net of issuance costs

Issuance of pre-funded warrants

Issuance of warrants

Exercise of pre-funded warrants

Balance - March 31, 2025

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Stock-based compensation expense

Issuance of common stock for consulting agreement

Issuance of common stock from at-the-market program, net

Issuances of common stock, net of issuance costs

Issuance of warrants

Exercise of pre-funded warrants

Balance - June 30 , 2025

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Stock-based compensation expense

Ammortization of issuance costs related to the Sales Agreement

Issuances of common stock, from exercise of stock options

Issuance of common stock from at-the-market program, net

Balance - September 30, 2025

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Stock-based compensation expense

Issuances of common stock, from exercise of stock options

Issuances of common stock from the Sales Agreement, net

Issuance of common stock for consulting agreement

Issuance of common stock from at-the-market program, net

Issuances of common stock, net of issuance costs

Issuance of pre-funded warrants

Exercise of pre-funded warrants

Issuance of warrants

Modifcation of warrants

Balance - December 31, 2025

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Stock-based compensation expense

Issuance of shares in consulting agreement

Issuance of shares in consulting agreements

Amortization of debt discount

Loss on retirement of debt

Depreciation expense

Operating lease expense

Finance lease amortization expense

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Cash flows from financing activities:

Proceeds from issuance of pre-funded warrants

Proceeds from issuance of warrants

Proceeds from exercise of pre-funded warrants

Proceeds from exercise of stock options

Payments of finance lease obligations

Payment of loan principal

Loan principal payments

Loan repayment

Net proceeds from issuance of loan

Proceeds from issuances of common stock, net of issuance costs

Proceeds from issuance of common stock from at-the-market program, net of issuance costs

Net cash provided by financing activities

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When paired with an antigen, which is a disease-related protein that is recognizable by the immune system,

Versamune® and Infectimune® have both been shown to induce, in

vivo , large quantities of

high-quality, highly potent polyfunctional CD4 helper and CD8 killer T cells, a specific sub-type of T cell that is more effective at killing infected or target cells.

PDS01ADC is a novel investigational tumor-targeting fusion protein of

Interleukin 12 that enhances the proliferation, potency, infiltration and longevity of T cells in the tumor microenvironment and is therefore designed to overcome the limitations of cytokine therapy which today has resulted in high

toxicity and limited therapeutic potential.

Versamune® and Infectimune® have both been shown to induce, in-vivo , large quantities of high-quality, highly potent

polyfunctional CD4 helper and CD8 killer T cells, a specific sub-type of T cell that is more effective at killing infected or target cells.

PDS01ADC is a novel investigational tumor-targeting fusion protein of Interleukin 12 that enhances

the proliferation, potency, infiltration and longevity of T cells in the tumor microenvironment and is therefore designed to overcome the limitations of cytokine therapy which today has resulted in high toxicity and limited therapeutic

Infectimune® is also designed to promote the induction of disease-specific neutralizing antibodies.

The Company’s immuno-oncology product candidates are of potential interest for use as a

component of combination product candidates (for example, in combination with other therapies such as immune checkpoint inhibitors) to provide more effective treatments across a range of advanced and/or refractory cancers.

The Company is

also evaluating its immunotherapies as monotherapies in early-stage disease.

The Company is developing targeted product candidates to treat several cancers, including Human Papillomavirus (HPV) associated cancers, melanoma, colorectal,

lung, breast and prostate cancers.

The Company’s immuno-oncology product candidates are of potential interest for use as a component of combination product

candidates (for example, in combination with other therapies such as immune checkpoint inhibitors) to provide more effective treatments across a range of advanced and/or refractory cancers.

The Company is also evaluating its

immunotherapies as monotherapies in early-stage disease.

The Company is developing targeted product candidates to treat several cancers, including Human Papillomavirus (HPV) associated cancers, melanoma, colorectal, lung, breast and

prostate cancers.

The Company’s infectious disease candidate is of potential interest for use in universal influenza vaccines.

The Company has received numerous patents, submitted patent applications and owns substantial know-how and trade secrets

related to its Versamune® and PDS01ADC product platforms.

As of March 1, 2025, the Company holds fourteen ( 14 ) U.S.

granted claims directed to its platform technology and twelve ( 12 ) pending U.S.

related to PDS0101 and its Versamune® and PDS01ADC product platforms.

As of March 9, 2026, the Company holds

fourteen ( 14 ) U.S.

patents with granted claims directed to its platform technology and seven ( 7 ) pending U.S.

patent applications.

These issued patents will expire in 2026 to 2037.

Should the more recently submitted patent applications currently in prosecution be

issued, these will expire in 2033 through 2043 assuming no patent term extensions are granted.

As of March 1, 2025, the Company holds seventy-seven

( 77 ) issued foreign patents and twenty-eight

These issued patents will expire from 2026 through 2037.

Should the more recently submitted patent applications currently in prosecution be issued,

these will expire in 2033 through 2043 assuming no patent term extensions are granted.

As of March 9, 2026, the Company holds seventy-nine

( 79 ) issued foreign patents and thirty-five

( 35 ) pending or published foreign patent applications.

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countries including Europe, Japan and Australia, and all of which cover compositions of matter and methods of use related to its platform technology.

These issued patents will expire in 2028-2038, or later if patent term extension applies.

Included in the patents above is a patent protecting the use of Versamune® in combination

wit h PDS01ADC.

These issued patents will expire from 2028 through 2038, or later if patent term extension

Included in the patents above is a patent protecting the use of

Versamune® in combination wit h PDS01ADC.

Licensed patents

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The preparation of consolidated financial statements in conformity with U.S.

GAAP requires management to make estimates and

assumptions that affect the reported amounts of assets and liabilities and the reported amounts of expenses at the date of the consolidated financial statements and during the reporting periods, and to disclose contingent assets and

GAAP requires management to make estimates

and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of expenses at the date of the consolidated financial statements and during the reporting periods, and to disclose contingent assets and

liabilities at the date of the consolidated financial statements.

Actual results could differ from those estimates.

The most significant estimate relates to the fair value of securities underlying stock-based compensation.

The most significant estimates relate to the fair value of warrants issued in connection with equity and/or debt

financings and the fair value of securities underlying stock-based compensation.

Significant risks and uncertainties:

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Costs incurred in connection with research and development activities are expensed as incurred.

These costs include licensing

fees to use certain technology in the Company’s research and development projects as well as fees paid to consultants and entities that perform certain research and testing on behalf of the Company.

Under the terms of the License Agreement,

the Company agreed to an initial payment of $ 5 million in cash and an additional $ 5 million in Company Stock, plus future milestone and royalty payments.

The Company accounts for milestone payments as expenses in research and development and royalties

are recorded as a reduction in revenues.

These costs include

licensing fees to use certain technology in the Company’s research and development projects as well as fees paid to consultants and vendors that perform certain research activities and testing on behalf of the Company.

Costs for certain development activities, such as clinical trials, are recognized based on an evaluation of the progress to

completion of specific tasks using data, such as patient enrollment, clinical site activations or information provided by vendors about their actual costs incurred.

Payments for these activities are based on the terms of the individual

arrangements, which may differ from the timing and pattern of costs incurred.

Patent costs:

The Company expenses patent costs as incurred and classifies such costs as general and administrative expenses in the

accompanying statements of operations and comprehensive loss.

accompanying consolidated statements of operations and comprehensive loss.

Stock-based compensation:

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Net loss per common share:

Basic net loss per common share is calculated by dividing the net loss by the weighted average number of common stock shares

outstanding during the period.

Diluted net loss per common share is the same as basic net loss per common share, because potentially dilutive securities would have an antidilutive effect as the Company incurred a net loss for the years ended

December 31, 2024 and 2023.

Basic net loss per common share is calculated by dividing

the net loss by the weighted average number of common stock shares and pre-funded warrants outstanding during the period.

Shares of common stock into which the pre-funded warrants may be exercised are considered outstanding for the

purposes of computing net loss per share because the shares may be issued for little or no consideration, are full vested, and are exercisable after the original issuance date.

Diluted net loss per common share is the same as basic net

loss per common share, because potentially dilutive securities would have an antidilutive effect as the Company incurred a net loss for the years ended December 31, 2025 and 2024.

The potentially dilutive securities excluded from the determination of diluted loss per share as their effect is antidilutive,

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Stock options to purchase common stock

Performance-based restricted stock units

Warrants to purchase common stock

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Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized.

Convertible debentures and embedded derivative evaluation:

The Company accounts for its convertible debentures

in accordance with ASC Subtopic 470-20, Debt–Debt with Conversion and Other Options , ASC Subtopic 815-40, Derivatives and Hedging–Contracts in Entity’s Own Equity and ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity .

The Company evaluates the terms of its debt instruments to determine if any identified embedded features, including embedded conversion options or redemption features, are

required to be bifurcated and accounted for separately as a derivative financial instrument.

In circumstances where a host instrument contains more than one embedded derivative instrument, including a conversion option, that is

required to be bifurcated, the bifurcated derivative instruments would be accounted for as a single, compound derivative instrument.

Any identified and bifurcated embedded derivatives are initially recorded at fair value and are

revalued at each reporting date with changes in the fair value reported as non-operating income or expense.

Warrants to acquire common stock:

The Company accounts for common stock warrants as

either equity classified or liability classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC Topic 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC Topic 815, Derivatives and Hedging (“ASC 815”).

The assessment considers whether the warrants are freestanding financial instruments pursuant

to ASC 480, whether the warrants meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to

the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification.

This assessment,

which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

Fair value of financial instruments:

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to make lease payments arising from the lease.

Operating lease ROU assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term.

The Company determines the

portion of the lease liability that is current as the difference between the calculated lease liability at the end of the current period and the lease liability that is projected 12 months from the current period.

ROU assets and liabilities are recognized at the lease commencement date based on the present value of the lease payments over the lease term.

The Company determines the portion of the

lease liability that is current as the difference between the calculated lease liability at the end of the current period and the lease liability that is projected 12 months from the current period.

Subsequent events:

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Recently Adopted Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

to Reportable Segment Disclosures , which improves the disclosures required for reportable segments in the Company’s annual and interim financial statements, primarily through enhanced disclosures about significant segment

ASU 2023-07 is effective for annual periods beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures , which

requires public entities, on an annual basis, to provide disclosures of specific categories in the rate reconciliation, additional information for reconciling items that meet a quantitative threshold and income taxes paid disaggregated by

jurisdiction.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

The Company adopted this ASU for the annual period ended December 31, 2025.

and the amendments have been applied retrospectively to all prior periods presented in these consolidated financial statements by expanding the disclosure of expenses included in segment measures of profitability.

Refer to our segments

disclosure in Note 14 – Segment Reporting for more information.

Refer to our income tax disclosure in Note 10 – Income Taxes

for more information.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the FASB

issued ASU 2023-09, Improvements to Income Tax Disclosures , which requires public entities, on an annual basis, to provide disclosures of specific categories in the rate reconciliation,

additional information for reconciling items that meet a quantitative threshold and income taxes paid disaggregated by jurisdiction.

ASU 2023-09 is effective for annual periods beginning after December 15, 2024.

The Company has

evaluated the impact that adopting this standard and does not believe it will have a material impact on the consolidated financial statements and disclosures.

In November 2024, the FASB issued ASU No.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation

Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The new guidance requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain

categories of expenses that are included in expense line items on the face of the Statement of Operations and Comprehensive Loss.

The amendments in this Update are effective for annual reporting periods beginning after December

15, 2026, and interim reporting periods beginning after December 15, 2027.

2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of

Income Statement Expenses .

The new guidance requires a public business entity to provide disaggregated disclosures, in the notes to the financial statements, of certain categories of expenses that are included in expense line items

on the face of the consolidated statements of operations and comprehensive loss.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after

December 15, 2027.

Early adoption is permitted.

The Company is currently evaluating the impact that the new guidance will have on the Company’s consolidated financial

The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606).

The guidance amendments add a

new scope exception in ASC 815 for certain contracts and clarifies the accounting for share-based payments to a customer.

The amendments in this update are effective for all entities for annual reporting periods beginning after December 15,

2026, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements.

In September 2025, the FASB issued ASU No.

2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40).

The guidance amendments remove all references to a prescriptive and sequential software development method, also referred to as “project

stages” throughout Subtopic 350-40, and specify new requirements for determining when to begin capitalization of capitalizable project costs.

The amendments in this update are effective for all entities for annual reporting periods beginning

after December 15, 2027, and interim reporting periods within those annual reporting periods.

The Company is currently evaluating the impact that the new guidance will have on its consolidated financial statements.

Note 3 – Liquidity and Capital Resources

As of December 31, 2025, the Company had $ 26.7 million of cash and cash equivalents.

The Company’s primary uses of cash are to fund operating expenses, primarily research

and development expenditures.

Cash used to fund operating expenses is impacted by the level of activities undertaken, as well as the timing of when the Company pays these expenses, as reflected in the change to the Company’s outstanding

accounts payable and accrued expenses.

The Company’s primary uses of cash are to fund operating

expenses, primarily research and development expenditures.

Cash used to fund operating expenses is impacted by the level of activities undertaken, as well as the timing of when the Company pays these expenses, as reflected in the change to

the Company’s outstanding accounts payable and accrued expenses.

Since inception, the Company has experienced net losses and negative cash flows from operations each fiscal year.

The Company has no revenues and expects to continue to incur operating losses for the

foreseeable future and may never become profitable.

In addition, the Loan and Security Agreement allows for the lenders to

call the outstanding balance of the term loans if the minimum cash balances outlined in the Loans and Security Agreement are not maintained.

The Company has funded its operations through the sale of NOL’s, equity and/or debt financings such as the following:

The Company has no revenues and expects to continue to incur

operating losses for the foreseeable future and may never become profitable.

The Company funds its operations through equity and/or debt financings such as the following:

In August 2022, the Company filed a shelf registration statement, or the 2022 Shelf Registration Statement, with the SEC for

the issuance of common stock, preferred stock, warrants, rights, debt securities, and units, which the Company refers to collectively as the Shelf-Securities, up to an aggregate amount of $ 150 million, $ 50 million of which covers the offer,

issuance and sale by the Company of its common stock under the Sales Agreement (as discussed below).

offer, issuance and sale by the Company of its common stock under the Sales Agreement and the New Sales Agreement (as discussed below).

The 2022 Shelf Registration Statement was declared effective on September 2, 2022.

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conditions of the Sales Agreement, the Agents may sell the Placement Shares by any method permitted by law deemed to be an “at the market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including, without

limitation, sales made through The Nasdaq Capital Market or on any other existing trading market for the Company’s common stock.

The Agents will use commercially reasonable efforts to sell the Placement Shares from time to time, based upon

the Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose).

limitation, sales made through The Nasdaq Capital Market or on any other existing trading market for our common stock.

The Agents will use commercially reasonable efforts to sell the Placement Shares from time to time, based upon the

Company’s instructions (including any price, time or size limits or other customary parameters or conditions the Company may impose).

The Company will pay the Agents a commission equal to three percent ( 3 %) of the gross sales proceeds of any Placement Shares sold through the Agents under the Sales Agreement, and the Company has also provided the

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The offering of Placement Shares pursuant to the Sales Agreement will terminate

upon the earlier of (i) the sale of all Placement Shares subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

In August 2024, the Company entered into an Amended and Restated At Market

Issuance Sales Agreement, or the New Sales Agreement, with B.

upon the earlier of (i) the sale of all Placement Shares subject to the Sales Agreement or (ii) the termination of the Sales Agreement in accordance with its terms.

In August 2024, the Company entered into an Amended and Restated At Market Issuance Sales Agreement, or the New Sales

Agreement, with B.

Riley Securities, Inc.

Wainwright & Co., LLC, with terms that are substantially consistent with those included in the original Sales Agreement.

The New Sales

Agreement superseded and replaced the Sales Agreement.

For the year ended December 31, 2024, the Company sold 3,428,681 shares

of common stock for a net value of $ 19.5 million pursuant to the Sales Agreement and 1,108,105 shares of common stock for a net value of $ 3.2

million pursuant to the New Sales Agreement.

For the year ended December 31, 2023, the Company sold 2,642,269 shares of our

common stock for a net value of $ 16.1 million pursuant to the Sales Agreement.

As of the date of this Annual Report, in the first

quarter of 2025, the Company sold 205,350 shares of common stock for a net value of $ 0.30 million pursuant to the New Sales Agreement.

In August 2022, the Company entered into a venture loan and security agreement, or the Loan and Security Agreement, with Horizon

Technology Finance Corporation, as lender and collateral agent for itself and the other lenders.

The Loan and Security Agreement provides for the following 6 separate and independent term loans:

(a) a term loan in the amount of $ 7,500,000 , or Loan A, (b)

a term loan in the amount of $ 10,000,000 , or Loan B, (c) a term loan in the amount of $ 3,750,000 , or Loan C, (d) a term loan in the amount of $ 3,750,000 ,

or Loan D, (e) a term loan in the amount of $ 5,000,000 , or Loan E, and (f) a term loan in the amount of $ 5,000,000 , or Loan F, (with each of Loan A, Loan B, Loan C, Loan D, Loan E, and Loan F individually a Loan and collectively the Loans).

Loan B, Loan C, and Loan D were delivered to the Company on August 24, 2022.

In total, the Company received $ 24.6 million in net

Loan E and Loan F were uncommitted Loans that could have been advanced by the lenders upon the parties agreement prior to July 31, 2023 upon the satisfaction of certain conditions.

At this time the option to advance Loan E and Loan F

has expired and Loan E and Loan F are no longer available to the Company under the Loan and Security Agreement.

The Company may only use the proceeds of the Loans for working capital or general corporate purposes.

Each Loan matures on the 48 -month anniversary following the applicable funding date unless accelerated pursuant to certain events of default.

Payments on the principal

balance began on October 1, 2024 and are paid monthly in the succeeding 24 months.

The principal balance of each Loan bears a

floating interest.

The interest rate is calculated initially and, thereafter, each calendar month as the sum of (a) the per annum rate of interest from time to time published in The Wall Street Journal as contemplated by the Loan and Security

Agreement, or any successor publication thereto, as the “ prime rate ” then in effect, plus (b) 5.75 %;

provided that, in the event such rate of interest is less than 4.00 %, such rate shall be deemed to be 4.00 % for purposes of

calculating the interest rate.

Interest is payable on a monthly basis based on each Loan principal amount outstanding the preceding month.

The Company, at its option upon at least ten ( 10 ) business days’ written notice to the lenders, may prepay all (and not less than all) of the outstanding Loan by simultaneously paying to each lender an amount equal to

(i) any accrued and unpaid interest on the outstanding principal balance of the Loans;

plus (ii) an amount equal to (A) if such Loan is prepaid on or before the Loan Amortization Date (as defined in the Loan and Security Agreement) applicable

to such Loan, 3 % of the then outstanding principal balance of such Loan, (B) if such Loan is prepaid after the Loan Amortization

Date applicable to such Loan, but on or before the date that is 12 months after such Loan Amortization Date, 2 % of the then outstanding principal balance of such Loan, or (C) if such Loan is prepaid more than 12 months after the Loan Amortization Date but prior to the stated maturity date applicable to such Loan, 1 % of the then outstanding principal balance of such Loan;

plus (iii) the outstanding principal balance of such Loan;

plus (iv) all other sums, if any, that shall have

become due and payable thereunder.

No prepayment premium will be applied to any outstanding balance of any Loan paid on the stated

maturity date.

Loan and Security Agreement contains customary representations, warranties and covenants, including maintenance of minimum cash balances as well as covenants by the Company limiting additional indebtedness, liens, including on

intellectual property, guaranties, mergers and consolidations, substantial asset sales, investments and loans, certain corporate changes, transactions with affiliates and fundamental changes.

In April 2023, the Company received approximately $ 1.4 million from the net sale of tax benefits to an unrelated, profitable New Jersey corporation pursuant to the Company’s participation in the New Jersey Technology Business

Tax Certificate Transfer NOL program for tax year 2021.

The New Sales Agreement superseded and replaced the Sales

During the year ended December 31, 2025, the Company sold 0 shares, of common stock with a net value of $ 0 , pursuant to the Sales Agreement and 3,510,732

shares of common stock with a net value of $ 4.3 million, pursuant to the New Sales Agreement.

During the year ended December

31, 2024, the Company sold 3,428,681 shares of common stock for a net value of $ 19.5 million pursuant to the Sales Agreement and 1,108,105

shares of common stock for a net value of $ 3.2 million pursuant to the New Sales Agreement.

As of the date of this

Annual Report, in the first quarter of 2026, the Company sold 937,420 shares of common stock for a net value of $ 0.85 million pursuant to the New Sales Agreement.

In August 2022, the Company entered into a venture loan and security

agreement, or the Loan and Security Agreement, with Horizon Technology Finance Corporation, as lender and collateral agent for itself and the other lenders.

In total, the Company received $ 24.6 million in net proceeds under the Loan and Security Agreement.

The Company’s indebtedness under the Loan and Security Agreement was satisfied in full and

retired in full with a portion of the proceeds received from the Securities Purchase Agreement, as discussed below .

In April 2024, the Company received approximately $ 0.9 million from the net sale of tax benefits to an unrelated,

profitable New Jersey corporation pursuant to the Company’s participation in the New Jersey Technology Business Tax Certificate Transfer NOL program for tax year 2022.

profitable New Jersey corporation pursuant to its participation in the New Jersey Technology Business Tax Certificate Transfer NOL program for tax year 2022.

In January and February of 2025, the Company received approximately $ 1.2 million from the net sale of tax benefits to an unrelated, profitable New Jersey corporation pursuant to its participation in the New Jersey Technology Business Tax Certificate Transfer NOL

program for tax year 2023 .

In February 2025, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 6,396,787 shares of common stock, pre-funded warrants to purchase up to an aggregate of 933,334 shares of common stock, and common stock warrants to purchase up to an aggregate of 7,330,121 shares of common stock at a combined purchase price of $ 1.50

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shares of common stock.

The common stock warrants issued to the Company’s directors have an exercise price per share of $ 1.53 ,

but are otherwise identical to the common stock warrants issued to all other participants in the February 2025 Offering.

The common stock warrants issued to the directors have an exercise price per share of $ 1.53 , but are

otherwise identical to the common stock warrants issued to all other participants in the February 2025 Offering.

Aggregate gross proceeds from the February 2025 Offering were approximately $ 11.0 million.

Net proceeds to the Company from the offering, after deducting the placement agent fees and other estimated offering expenses

payable by the Company, were approximately $ 10.05 million.

Net proceeds to the Company from the offering, after deducting the placement agent fees and other estimated offering expenses payable by the Company,

were approximately $ 10.1 million.

The February 2025 Offering closed on February 28, 2025.

In April 2025, the Company entered into a securities purchase agreement (the “Securities

Purchase Agreement”) with certain third-party lenders and JGB Collateral LLC, as collateral agent.

Pursuant to the Securities Purchase Agreement, the Company agreed to sell (i) senior secured convertible debentures in an aggregate

principal amount of $ 22.2 million (collectively, the “Debentures”) and (ii) warrants to purchase up to 1,000,000 shares of common stock, for an exercise price of $ 2.52 per share (collectively, the “Warrants”), subject to adjustments as set forth in the Warrants, for a total purchase price of $ 20.0 million.

Approximately $ 19 million of the

proceeds from the transactions contemplated by the Securities Purchase Agreement, were used to satisfy in full and retire its indebtedness under the Loan and Security Agreement.

The remaining proceeds from the transactions contemplated

by the Securities Purchase Agreement were used for general corporate purposes and transaction expenses.

Pursuant to the Debentures, the Company must at all times maintain a cash balance equal to the lesser of (a) $ 15.0 million and (b) the then-outstanding principal balance of the Debentures plus $ 3.0 million, in a deposit account subject to an account control agreement.

In addition, for as long as any portion of the Debentures remain outstanding, the Company

is generally restricted from:

incurring indebtedness;

granting or suffering liens on any of its property or assets;

amending its organizational documents;

repurchasing any of its securities;

paying dividends;

selling, disposing,

licensing or leasing its assets other than in the ordinary course;

and other customary restrictive covenants.

Effective as of August 28, 2025, the holders of the Debentures required the Company to redeem a portion of the Debentures in

an amount of $ 0.5 million per calendar month.

During the year ended December 31, 2025, the Company redeemed an aggregate of $ 2.5 million of the principal amount of the Debentures.

In connection with the Securities Purchase Agreement, on April 30, 2025, the Company

also entered into a Security Agreement (the “Security Agreement”), pursuant to which the Company and its subsidiary granted, for the benefit of the investors, to secure its obligations under the Securities Purchase Agreement and the

Debentures, (i) first priority liens on certain assets, in each case subject to permitted liens described in the Security Agreement.

In addition, on April 30, 2025, the Company and its subsidiary entered into a Subsidiary Guarantee,

pursuant to which the Company and its subsidiary guaranteed all of its obligations under the Securities Purchase Agreement and the Debentures.

In November 2025, the Company

entered into a securities purchase agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 5,741,000

shares of common stock, pre-funded warrants to purchase up to an aggregate of 59,000 shares of common stock, and common

stock warrants to purchase up to an aggregate of 5,800,000 shares of common stock (the “November 2025 Offering”).

November 2025 offering price per share of common stock was $ 0.91 and the purchase price of each pre-funded warrant was $ 0.9099 .

Each common warrant issued in connection with the November 2025 Offering had an exercise price of $ 1.00 per share, can be exercised six months after the date of issuance and will expire five years thereafter.

Aggregate gross proceeds from the November 2025 Offering were $ 5.3 million.

Net proceeds to the Company from the offering, after deducting the placement agent fees and other estimated offering expenses payable by the Company,

were approximately $ 4.8 million.

The November 2025 Offering closed on November 12, 2025.

Going Concern

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The Company has no revenues and expects to continue to incur operating losses for the foreseeable future and may never become profitable.

In addition, the Loan and Security Agreement

allows for the lenders to call the outstanding balance of the term loans if the minimum cash balances outlined in the Loan and Security Agreement are not maintained.

The Company’s budgeted cash requirements in 2025 and beyond include expenses related to continuin g development and clinical trials as well as payments on its debt .

In addition, the Debentures allow for the

lenders to call the outstanding balance of the Debentures if the Company fails to maintain the minimum cash balances outlined in the Debentures.

The Company’s estimated cash requirements in 2026 and beyond include expenses related to continuin g development and clinical trials as well as payments on its debt .

The Company plans to execute its operating plan by obtaining additional capital,

principally through entering into collaborations, strategic alliances, or license agreements with third parties and/or additional public or private debt and equity financing.

However, ther e is no assurance that additional capital

and/or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or its existing shareholders or in the amounts required.

The Company may also enter into government funding

programs and consider selectively partnering for clinical development and commercialization.

The sale of additional equity would result in additional dilution to the Company’s stockholders.

Incurring debt financing would result in debt

service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict its operations.

principally through issuance of equity through separate offerings or an at-the-market facility, issuance of debt, or by entering into collaborations, strategic alliances, or license agreements with third parties.

However, ther e is

no assurance that sufficient additional capital and/or financing will be available to the Company, and even if available, whether it will be on terms acceptable to the Company or its existing shareholders.

The Company may also enter into

government funding programs and consider selectively partnering for clinical development and commercialization.

The sale of additional equity would result in dilution to the Company’s stockholders.

Incurring debt financing would result in

debt service obligations, and the instruments governing such debt could provide for operating and financing covenants that would restrict its operations.

If the Company is unsuccessful in securing sufficient financing, it may need to delay,

reduce, or eliminate its research and development programs, which could adversely affect its business prospects, grant rights to third parties to develop and market immunotherapies that the Company would otherwise prefer to develop and

market itself or cease operations.

market itself, or cease operations entirely.

Any of these actions could harm its business, results of operations and prospects.

Failure to obtain adequate financing also may adversely affect the Company’s ability to operate as a going concern.

As a result of these uncertainties, and as its plans are outside of management’s control, the Company has concluded that

substantial doubt exists about the Company’s ability to continue as a going concern for a period of at least 12 months from the date of the issuance of these audited consolidated financial statements.

The audited consolidated financial

statements do not include any adjustments to the carrying amounts and classifications of assets and liabilities that would result if the Company was unable to continue as a going concern.

Failure to obtain adequate financing may also adversely affect the Company’s ability to operate as a going

As a result of these uncertainties, the Company has concluded that substantial doubt exists about the Company’s ability to

continue as a going concern for a period of at least 12 months from the date of the issuance of these Consolidated Financial Statements on Form 10-K.

The audited Consolidated Financial Statements do not include any adjustments to the carrying

amounts and classifications of assets and liabilities that would result if the Company was unable to continue as a going concern.

Note 4 – Fair Value of Financial Instruments

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Cash and cash equivalents

The carrying value of the Loan and Security Agreement approximated its fair value at December 31, 2024 and December 31, 2023 due to its variable rate.

The fair value of the Company ’ s long-term debt is based on Level 2 inputs.

The carrying value of the Debentures and the Loan and Security Agreement approximated their fair value at December 31, 2025 and December 31, 2024, respectively, due to their variable rate.

value of the Company ’ s long-term debt is based on Level 2 inputs.

Note 5 – Property and Equipment

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Note 6 – Leases

Operating and Financing Leases

Effective March 5, 2020, the Company entered into a sublease for approximately 11,200 square feet of office space located at 25B Vreeland Road, Suite 300, Florham Park, New Jersey.

The sublease commenced on May 1, 2020 with a term of forty ( 40 ) months and an option to renew through October 31, 2027.

sublease term expired on August 31, 2023, and was not renewed.

Upon inception of the sublease, the Company recognized approximately $ 0.7

million of ROU assets and operating lease liabilities .

The discount rate used to measure the operating lease liability as of May 1, 2020 was 9.15 %.

Throughout the period described above, the Company has maintained, and continues to maintain, a month-to-month lease for its research facilities at the Princeton Innovation Center BioLabs located at 303A

College Road E, Princeton New Jersey.

Supplemental cash flow information related to operating leases is as follows:

Year Ended December 31,

Cash paid for operating lease liabilities

Operating Lease:

The Company maintains a month-to-month lease for its research facilities at the Princeton Innovation Center BioLabs located at

303A College Road E, Princeton, New Jersey.

Financing Lease

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The Company entered into four financing leases for laboratory equipment with a total cost of $ 251,959 with four to five-year terms and a capitalized interest rate of 9.15 %.

Each of the lease agreements include a bargain purchase option to acquire the equipment at the end of the lease term.

Each of the lease agreements includes a bargain purchase option to acquire the equipment at the end of the lease term.

The aggregate monthly payments are approximately $ 6,000 .

During the year ended December 31, 2023, the Company exercised a bargain purchase option, which resulted in recognition of property

and equipment of $ 151,490 .

Finance lease amortization expense for the years ended December 31, 2025 and 2024 was $ 38,682 and $ 38,679 , respectively.

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Note 8 – Stock-Based Compensation

Company’s stockholders approved the 2014 Equity Incentive Plan (the “Original Plan”) pursuant to which the Company may grant up to 91,367

shares as ISOs, NQs and restricted stock units (“RSUs”), subject to increases as hereafter described (the “Plan Limit”).

In addition, on January 1, 2015, and each January 1 thereafter and prior to the termination of the 2014 Equity

Incentive Plan, pursuant to the terms of the Original Plan, the Plan Limit was and shall be increased by the lesser of (x) 4 %

of the number of shares of Common Stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine in its discretion.

In March 2019, the Board adopted and the Company’s

stockholders approved the Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Prior Plan”) which amended and restated the Original Plan in order to remove the annual increase component and was limited to 826,292 shares.

On December 8, 2020, the Board adopted and on

June 17, 2021, the stockholders approved, the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Restated Plan”), which amended and restated the Prior Plan.

The Restated Plan is identical to the

Prior Plan in all material respects, except (a) the number of shares of Common Stock authorized for issuance under the Restated Plan was increased from 826,292 shares to 4,165,535 shares, plus the total number of shares

that remained available for issuance, that were not covered by outstanding awards issued under the Prior Plan, immediately prior to December 8, 2020;

and (b) the Restated Plan was amended to terminate on December 7, 2030, unless earlier

On July 14, 2023, the Company’s stockholders approved an amendment to the Restated Plan, increasing the number

of shares of common stock for issuance from 4,165,535 to 6,565,535 shares.

As of December 31, 2024 , there were 2,301,167 shares available for grant under the Restated Plan.

In 2014, the Company’s stockholders approved the

2014 Equity Incentive Plan (the “Original Plan”) pursuant to which the Company may grant up to 91,367 shares as ISOs, NQs and

restricted stock units (“RSUs”), subject to increases as hereafter described (the “Plan Limit”).

In addition, on January 1, 2015, and each January 1 thereafter and prior to the termination of the 2014 Equity Incentive Plan, pursuant to

the terms of the Original Plan, the Plan Limit was and shall be increased by the lesser of (x) 4 % of the number of shares of

Common Stock outstanding as of the immediately preceding December 31 and (y) such lesser number as the Board of Directors may determine in its discretion.

In March 2019, the Board adopted and the Company’s stockholders approved the

Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Prior Plan”) which amended and restated the Original Plan in order to remove the annual increase component and was limited to 826,292 shares.

On December 8, 2020, the Board adopted and on June

17, 2021, the stockholders approved, the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Restated Plan”), which amended and restated the Prior Plan.

The Restated Plan is identical to the Prior

Plan in all material respects, except (a) the number of shares of Common Stock authorized for issuance under the Restated Plan was increased from 826,292 shares to 4,165,535 shares, plus the total number of shares that remained available

for issuance, that were not covered by outstanding awards issued under the Prior Plan, immediately prior to December 8, 2020;

and (b) the Prior Plan was amended to terminate on December 7, 2030, unless earlier terminated.

On May 19, 2023, the Company’s Board adopted and on

July 14, 2023, the stockholders approved, the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Third Restated Plan”), which amended and restated the Restated Plan to increase the total amount of

shares authorized for issuance thereunder.

The Third Restated Plan was identical to the Restated Plan in all material respects, except the number of shares of common stock authorized for issuance under the Third Restated Plan increased

from 4,165,535 to 6,565,535 .

On April 28, 2025, the Company’s Board adopted and on

June 11, 2025, the stockholders approved, an amendment to the Third Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan, which amendment increased the total amount of shares authorized for issuance under the

Third Restated Plan to the sum of (i) 4,165,535 shares of Common Stock, which was the total number of shares of common stock authorized for issuance under the Restated Plan, plus (ii)

2,400,000 shares of common stock, which reflects the additional shares of common stock authorized by the Board under the

Third Restated Plan as of its effective date, plus (iii) 3,144,049 shares of common stock that were approved at the

Company’s 2025 Annual Meeting of Stockholders.

As of December 31, 2025 , there were 3,741,247 shares available for grant under the Third Restated Plan, as amended.

In 2018, the Company’s stockholders approved the 2018 Stock Incentive Plan pursuant to which the Company may grant up to 558,071 shares as (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Preferred Stock, (v) Stock Reload Options and/or

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Incentive Plan.

Pursuant to the terms of the Plans, ISOs have a term of ten years from the date of grant or such shorter term as may be provided in the option agreement.

Pursuant to the terms of the Plans, ISOs have a term of ten years from the date of

grant or such shorter term as may be provided in the option agreement.

Unless specified otherwise in an individual option agreement, ISOs generally vest over a four-year period.

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The Inducement Plan provides for the grant of non-qualified stock options.

The Inducement Plan, and each amendment thereto, was recommended for approval by the Compensation Committee of the Board and subsequently approved

and adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules .

The Inducement Plan, and each amendment thereto, was recommended for approval by the Compensation Committee of the Board and

subsequently approved and adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules .

The Inducement Plan is administered by the Compensation Committee of the Board.

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The weighted-average grant date fair value of the stock options granted in 2025 was $ 1.28 per share.

The fair value of options granted during the year ended December 31, 2024 and 2023 were estimated using the Black-Scholes option

valuation model utilizing the following assumptions:

The fair value of options granted during the year ended December

31, 2025 and 2024 were estimated using the Black-Scholes option valuation model utilizing the following assumptions:

Year Ended December 31,

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Expected volatility .

The expected volatility assumption was changed on January 1,

2023 from using volatilities of a peer group of similar companies in the biotechnology industry whose share prices were publicly available, to using the volatility of the Company’s historical share price performance over the contractual term

of the options.

The expected volatility assumption is based on the volatility of

the Company’s historical share price performance over the contractual term of the options.

Risk-free interest rate .

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that the Company has never paid cash dividends and has no present intention to pay cash dividends.

During the year ended December 31, 2023, the Company entered into a Common Stock Purchase Agreement, dated October 11,

2023, with DC Consulting LLC (“DC”) and a Common Stock Purchase Agreement, dated April 12, 2023, with DC, pursuant to which the Company issued DC an aggregate of 200,000 shares of common stock as partial compensation for consulting services provided by DC to the Company pursuant to the Consulting Agreement, dated October 11, 2023, with DC

and the Consulting Agreement, dated April 12, 2023, with DC.

During the year ended December 31, 2024, the Company entered into a Common Stock Purchase Agreement, dated June 17,

2024, with DC, pursuant to which the Company issued DC 100,000 shares of common stock as partial consideration for

consulting services provided by DC to the Company pursuant to the Consulting Agreement, dated June 17, 2024, with DC.

On February 25, 2025, the Company entered into a Common Stock Purchase Agreement, with DC, pursuant to which the Company

issued DC 100,000 shares of common stock as partial consideration for the consulting services provided by DC to the Company

pursuant to the Consulting Agreement, dated February 25, 2025, with DC.

2024, with DC Consulting, LLC pursuant to which the Company issued 100,000 shares of common stock as partial consideration

for consulting services provided by DC Consulting, LLC to the Company pursuant to the Consulting Agreement, dated June 17, 2024.

On January 29, 2025, the Company entered into a Common Stock Purchase Agreement with MDM Worldwide Solutions, Inc.

(“MDM”), pursuant to which the Company issued MDM 50,000 shares of common stock as partial consideration for services

provided by MDM to the Company pursuant to the Service Agreement, dated January 29, 2025.

On February 25, 2025 the Company entered into Common Stock Purchase Agreements, with DC Consulting, LLC pursuant

to which the Company issued 100,000 shares of common stock, on both dates, as partial consideration for the consulting

services provided by DC Consulting, LLC to the Company pursuant to the Consulting Agreements, dated February 25, 2025.

On October 30, 2025 the Company entered into Common Stock Purchase Agreements, with DC, pursuant to which the

Company issued DC 100,000 shares of common stock as partial consideration for the consulting services provided by DC to the

Company pursuant to the Consulting Agreement, dated October 30, 2025 with DC.

The Company granted 800,000

performance-based restricted stock units during the twelve months ended December 31, 2025.

All performance-based restricted stock units were unvested as of December 31, 2025 and no stock-based compensation expense was recognized, as it was not probable that the performance condition will be met under ASC 718.

No performance-based restricted stock units were granted in 2024.

The fair value of performance-based restricted stock units was

determined as the closing price of the Company’s stock on the grant date.

Note 9 – Stockholders’ Equity

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entitled to receive all assets of the Company available for distribution to its stockholders, subject to any preferential rights of any then outstanding preferred stock.

February 2025 Offering

In February 2025, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which

the Company agreed to sell an aggregate of 6,396,787 shares of common stock, pre-funded warrants to purchase up to an aggregate

of 933,334 shares of common stock, and common stock warrants to purchase up to an aggregate of 7,330,121 shares of common stock at a combined purchase price of $ 1.50 per share and warrant or $ 1.4999 per pre-funded warrant and warrant (the “February 2025

Two of its directors participated in the February 2025 Offering and purchased 30,121 shares of common stock in the aggregate at an offering price per share of $ 1.66 and common stock warrants to purchase 30,121 shares

of common stock.

The common stock warrants issued to the directors have an exercise price per share of $ 1.53 , but are otherwise

identical to the common stock warrants issued to all other participants in the February 2025 Offering.

Aggregate gross proceeds from the February 2025 Offering were approximately $ 11 million.

Net proceeds to the Company from the offering, after deducting the placement agent fees and other estimated offering expenses payable by the Company, were

approximately $ 10.05 million.

The February 2025 Offering closed on February 28, 2025.

Pre-funded warrants

The pre-funded warrants to purchase up to an aggregate of 933,334 shares of common stock have a purchase price of $ 1.4999 per

pre-funded warrant.

Each pre-funded warrant entitles the holder to purchase one share of common stock at an exercise price of $ 0.00001 per share.

The pre-funded warrants to purchase shares of common stock are exercisable at any time after their original issuance and can

be exercised until all of the pre-funded warrants are exercised.

However, the pre-funded warrants include a separate provision whereby the exercisability of the pre-funded warrants may be limited if, upon exercise, the holder would

beneficially own more than 4.99 % (or, at the election of the holder, 9.99 %) of the outstanding common stock immediately after exercise.

This threshold is subject to the holder’s rights under the pre-funded warrants to increase such percentage upon at

least 61 days’ prior notice from the warrant holder to the Company.

The pre-funded warrants were classified as equity and accounted for as a component of additional paid-in capital.

addition, such pre-funded warrants do not provide any guarantee of value or return.

The Company valued the pre-funded warrants at issuance, concluding that their offering price approximated their fair value, and allocated approximately $ 1.0 million to the pre-funded warrants, which were recorded as a component of additional paid-in capital on the consolidated balance sheets.

As of December 31, 2025, all 933,334 of the pre-funded warrants associated with the February 2025 Offering had been exercised.

The common stock warrants to purchase up to an aggregate of 7,330,121 shares of common stock have an exercise price per share of $ 1.50 ,

are exercisable six months after their issuance and will expire on the fifth anniversary of the date on which they become exercisable.

The common stock warrants also include a separate provision whereby the exercisability of the common

stock warrants may be limited if, upon exercise, the holder would beneficially own more than 4.99 % (or, at the election of the

holder, 9.99 %) of the outstanding common stock immediately after exercise.

This threshold is subject to the holder’s rights

under the common stock warrants to increase such percentage upon at least 61 days’ prior notice from the warrant holder to the

The common stock warrants are equity classified and were initially valued at $ 2.2 million using the Black-Scholes

option-pricing model assuming an expected term of 5 years, a volatility of 60.0 %, a dividend yield of 0 % and a risk-free rate of

The common stock warrants were recorded as a component of additional paid-in capital on the consolidated balance sheets.

On November 11, 2025, in connection with the November

2025 Offering discussed below, the Company entered into a warrant amendment agreement pursuant to which the Company agreed, effective upon closing of the November 2025 Offering, to modify certain existing common stock warrants

issued to purchase up to an aggregate of 5,948,334 shares of common stock at an exercise price of $ 1.50 per share, so that the modified common stock warrants, initially issued as part of the February 2025 Offering, will have a reduced

exercise price of $ 1.00 per share effective upon the closing of the November 2025 Offering and will be exercisable beginning on

the date that is six months after the closing of the offering on November 12, 2025.

The terms of the modification, which only amended the exercise price and

the period of exercise, did not impact the classification of the modified common stock warrants into equity as all other terms remained the same as the original warrants.

The modification of the exercise price and the period of exercise

resulted in an increase in the fair value of the common stock warrants of $ 0.4 million, which was recorded as an equity

issuance cost and an offsetting increase to additional paid-in capital on the consolidated balance sheets.

All common stock warrants associated with the February 2025 Offering remain outstanding as of December 31, 2025.

November 2025 Offering

On November 11, 2025, the Company entered into a securities purchase agreement with certain purchasers, pursuant to which the Company agreed

to sell an aggregate of 5,741,000 shares of common stock, pre-funded warrants to purchase up to an aggregate of 59,000 shares of common stock, and common stock warrants to purchase up to an aggregate of 5,800,000 shares of common stock (the “November 2025 Offering”).

Each share of common stock and each pre-funded warrant was sold together with one common warrant.

offering price per share of common stock was $ 0.91 and the purchase price of each pre-funded warrant was $ 0.9099 .

Each common warrant issued in connection with the November 2025 Offering had an exercise price of $ 1.00 per share, will be exercisable beginning on the six-month anniversary of the date of issuance and will expire on the fifth anniversary of

the initial exercise date.

Aggregate gross proceeds from the November 2025 Offering were $ 5.3 million.

Net proceeds to the Company from the offering, after deducting the placement agent fees and other estimated offering expenses payable by the Company , were approximately $ 4.8 million.

The November 2025 Offering closed on November 12, 2025.

As noted above, in connection with the November 2025 Offering, the Company modified certain existing common stock warrants issued as part of

the February 2025 Offering.

Pre-funded warrants

The pre-funded warrants to purchase up to an aggregate of 59,000 shares of common stock have a purchase price of $ 0.9099

per pre-funded warrant.

Each pre-funded warrant entitles the holder to purchase one share of common stock at an exercise price

of $ 0.0001 per share.

The pre-funded warrants to purchase shares of common stock are exercisable at any time after their original

issuance and can be exercised until all of the pre-funded warrants are exercised.

However, the pre-funded warrants include a separate provision whereby the exercisability of the pre-funded warrants may be limited if, upon exercise, the

holder would beneficially own more than 4.99 % (or, at the election of the holder, 9.99 %) of the outstanding common stock immediately after exercise.

This threshold is subject to the holder’s rights under the pre-funded warrants to increase such

percentage upon at least 61 days ’ prior notice from the warrant holder to the Company.

The pre-funded warrants were classified as equity and accounted for as a component of additional paid-in capital.

addition, such pre-funded warrants do not provide any guarantee of value or return.

The Company valued the pre-funded warrants at issuance, concluding that their offering price approximated their fair value, which were recorded as a

component of additional paid-in capital on the consolidated balance sheets.

As of December 31, 2025, all 59,000 of the pre-funded warrants associated with the November 2025 Offering had been exercised.

The common stock warrants to purchase up to an aggregate of 5,800,000 shares of common stock have an exercise price per share of $ 1.00 ,

are exercisable six months after their issuance and will expire on the fifth anniversary of the date on which they become exercisable.

The common stock warrants also include a separate provision whereby the exercisability of the common

stock warrants may be limited if, upon exercise, the holder would beneficially own more than 4.99 % (or, at the election of the

holder, 9.99 %) of the outstanding common stock immediately after exercise.

This threshold is subject to the holder’s rights

under the common stock warrants to increase such percentage upon at least 61 days ’ prior notice from the warrant holder to the

The common stock warrants are equity classified and were valued at $ 2.1 million using the Black-Scholes option-pricing

model assuming an expected term of 5 years , a volatility of 95.0 %, a dividend yield of 0 % and a risk-free rate of

The common stock warrants were recorded as a component of additional paid-in capital on the consolidated balance sheets.

All common stock warrants associated with the November 2025 Offering remain outstanding as of December 31, 2025.

Note 10 – Income Taxes

The income tax provision consisted of the following for the years ended December 31, 2025 and December 31, 2024:

State & local

Deferred tax expense:

State & local

Net income tax benefit

A reconciliation of the statutory U.S.

federal income tax rate to the Company’s effective tax rate is as follows:

Federal statutory rate

Extraordinary gain

federal income tax rate to the Company’s effective tax rate for the year ended

December 31, 2025, after the adoption of ASU 2023-09, is as follows:

Federal statutory tax rate

State and local income taxes, net of federal benefit (1)

Research and development tax credits

Changes in valuation allowances

Nontaxable or nondeductible items

Meals & entertainment

The state and local

jurisdictions that contribute to the majority (greater than 50%) of the tax effect in this category is the State of New Jersey .

A reconciliation of the statutory U.S.

federal income tax rate to the Company’s effective tax rate for the year ended

December 31, 2024 before the adoption of ASU 2023-09 is as follows:

Statutory rate

State tax recovery, net of federal benefit

Permanent differences

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Effective tax rate

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets were as follows:

Federal net operating losses

State net operating losses

Stock options

Federal tax credit

State tax credits

Research and Development Capitalization (IRC 174)

Deferred tax assets as of December 31, 2025 and December 31, 2024 are related to the following:

Intangible assets

License agreement

Accrued expense

Lease liabilities

Accrued expenses

Lease liability

Stock based compensation

Charitable contributions

Research & development

Net operating loss

Total gross deferred tax assets

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Deferred tax assets, net

Business insurance

Right of use asset

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sufficient taxable income prior to the expiration of the net operating loss carryforwards.

At December 31, 2024 and 2023, the Company has recorded a full valuation allowance against its net deferred tax assets of approximately $ 64.7 and $ 56.6 million,

As of December 31, 2025 and 2024, the Company has recorded a full valuation allowance against its net deferred tax assets of approximately $ 73.4 and $ 64.7 million,

respectively.

The change in the valuation allowance during the year ended 2025 was approximately $ 8.7 million.

The Tax Cuts and Jobs Act of 2017 (TCJA) has modified the IRC 174 expenses related to research and development for the tax years beginning after December 31, 2021.

Under the TCJA, the Company must now capitalize the expenditures

related to research and development activities and amortize over five years for U.S.

The Tax Cuts and Jobs Act of 2017

(TCJA) has modified the IRC 174 expenses related to research and development for the tax years beginning after December 31, 2021.

Under the TCJA, the Company must now capitalize the expenditures related to research and development

activities and amortize over five years for U.S.

activities and 15 years for non-U.S.

activities using a mid-year convention.

Therefore, the capitalization of research and development costs in accordance

with IRC 174 resulted in a deferred tax asset of $ 13.2 million and $ 10.0 million as of December 31, 2024 and 2023, respectively.

At December 31, 2024, the Company had federal net operating loss (“NOL”) carryforwards of approximately $ 157.7 million.

At December 31, 2024, the Company had federal research and development credit carryforwards of approximately $ 6.1 million.

Therefore, the capitalization of research and development costs in accordance with IRC 174 resulted in a deferred

tax asset of $ 10.5 million and $ 13.2

million as of December 31, 2025 and 2024, respectively.

As of December 31, 2025, the Company had federal net operating loss (“NOL”) carryforwards of approximately $ 197.4 million.

As of December 31, 2025, the Company had federal research and development credit carryforwards of approximately $ 7.5 million.

The federal net operating loss carryforwards begin to

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carryforwards begin to expire in 2032 .

Section 382 and 383 of the Internal Revenue Code of 1986 subject the future utilization

of net operating losses and certain other tax attributes, such as research and experimental tax credits, to an annual limitation in the event certain ownership changes, as defined.

Section 382 and 383 of the Internal Revenue Code of 1986 subject to future utilization of

net operating losses and certain other tax attributes, such as research and experimental tax credits, to an annual limitation in the event certain ownership changes, as defined.

The Company may be subject to the net operating loss

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not completed an analysis under Section 382 of the Code, it is likely that the utilization of the NOLs will be limited.

At December 31, 2024, the Company had approximately $ 67.2 million of State of New Jersey NOLs which expire between 2029

At December 31, 2024, the Company had approximately $ 0.9 million of the State of New Jersey research development credits carryforwards.

The State of New Jersey has enacted legislation permitting certain corporations

located in New Jersey to sell state tax loss carryforwards and state research and development credits, or net loss carryforwards.

The Technology Business Tax Certificate Transfer Program enables qualified, unprofitable NJ-based technology or

biotechnology companies with fewer than 225 US employees (including the parent company and all subsidiaries) to sell a percentage of New Jersey NOLs and research and development (“R&D”) tax credits to unrelated profitable corporations.

In 2024, the Company sold

New Jersey NOL carryforwards and R&D Credits, resulting in the recognition of $ 0.9 million of income tax benefit, net of

transaction costs.

There is no certainty as to whether this program will continue.

As of December 31, 2025 , the Company had

approximately $ 86.4 million of State of New Jersey NOLs which expire between 2029 and 2043 .

As of December

31, 2025 , the Company had approximately $ 1.1 million of the State of New Jersey research

development credits carryforwards.

The State of New Jersey has enacted legislation permitting certain corporations located in New Jersey to sell state tax loss carryforwards and state research and development credits, or net loss

carryforwards.

The Technology Business Tax Certificate Transfer Program enables qualified, unprofitable NJ-based technology or biotechnology companies with fewer than 225 US employees (including the parent company and all subsidiaries) to

sell a percentage of New Jersey NOLs and research and development (“R&D”) tax credits to unrelated profitable corporations.

In 2025, the Company sold New Jersey NOL carryforwards and R&D Credits,

resulting in the recognition of $ 1.2 million of income tax benefit, net of transaction costs.

There is no certainty as to

whether this program will continue.

Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their

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no t have any unrecognized tax benefits and has no t accrued any interest or penalties for the years ended December 31, 2025 and 2024.

The amounts of cash income taxes paid by the Company were as follows:

Year Ended December 31,

State & local

Income taxes, net of amount refunded

Note 11 – Commitments and Contingencies

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Exclusive License Agreement

In December 2022, the Company entered into an exclusive global license agreement with Merck KGaA, Darmstadt, Germany for the

tumor targeting IL 12 fused antibody drug conjugate, M9241, now PDS01ADC (the “Merck KGaA License Agreement”).

Pursuant to the Merck KGaA License Agreement, the Company agreed to make (i) development and first commercial sales milestone

payments totaling up to $ 11 million upon the achievement of certain milestones, including the dosing of the fifth patient in a

Phase 3 clinical trial of the clinical candidate and first commercial sale of the product for a first and second indication in a major market, and (ii) up to $ 105 million upon achieving certain aggregate sales levels of the product.

The Company also agreed to pay Merck KGaA, Darmstadt, Germany a royalty of 10 % on aggregate net sales of product as specified in the Merck KGaA License Agreement on a product-by-product and country-by-country basis until the later of:

Phase 3 trial of the clinical candidate and first commercial sale of the product for a first and second indication in a major market, and (ii) up to $ 105

million upon achieving certain aggregate sales levels of the product.

The Company also agreed to pay Merck KGaA, Darmstadt, Germany a royalty of 10 % on

aggregate net sales of product as specified in the Merck KGaA License Agreement on a product-by-product and country-by-country basis until the later of:

(i) ten years after the first commercial sale of a product in a given country;

and (ii) the expiration or invalidation of the licensed patents

covering the compound or product in such country.

The royalty rate is subject to reduction in that event that a product is not covered by a valid patent claim, a biosimilar to the compound or the product comes on the market in a particular

country, or if the Company obtains a license to any intellectual property owned or controlled by a third-party which but for such license would be infringed by making, using or selling the compound.

and (ii) the expiration or invalidation of the licensed patents covering the compound or product in such

The royalty rate is subject to reduction in the event that a product is not covered by a valid patent claim, a biosimilar to the compound or the product comes on the market in a particular country, or if the Company obtains a

license to any intellectual property owned or controlled by a third-party which, but for such license would be infringed by making, using or selling the compound.

Legal Proceedings

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Note 12 – Venture Loan and Security Agreement

In August 2022, the Company entered into a Venture loan and security agreement (the “Loan and Security Agreement”) with Horizon

Technology Finance Corporation, as a lender and collateral agent for itself and the other Lenders (in such capacity, the “Collateral Agent”), and the other persons party thereto from time to time as lenders (“Lenders”).

Term loan Amounts .

The Loan and Security Agreement provides for the following six ( 6 ) separate and independent term loans:

(a) a term loan in the amount of $ 7,500,000

(“Loan A”), (b) a term loan in the amount of $ 10,000,000 (“Loan B”), (c) a term loan in the amount of $ 3,750,000 (“Loan C”), (d) a term loan in the amount of $ 3,750,000

(“Loan D”), (e) a term loan in the amount of $ 5,000,000 (“Loan E”), and (f) a term loan in the amount of $ 5,000,000 (“Loan F”) (with each of Loan A, Loan B, Loan C, Loan D, Loan E, and Loan F, individually a “Loan” and, collectively, the “Loans”).

A, Loan B, Loan C, and Loan D were delivered to the Company on August 24, 2022.

Loan E and Loan F were uncommitted Loans that could have been advanced by the Lenders upon the parties agreement prior to July 31, 2023 upon the satisfaction of

certain conditions.

At this time the option to advance Loan E and Loan F has expired and Loan E and Loan F are no longer available to the Company under the Loan and Security Agreement.

The Company may only use the proceeds of the Loans for

working capital or general corporate purposes.

Each Loan matures on the 48-month anniversary following the applicable date on which a Loan is made to or on account of the Company under the Loan and Security Agreement (the “Maturity Date”) unless

accelerated pursuant to agreed upon events of default.

All amounts outstanding under each Loan will be due and payable upon the earlier of the Maturity Date or the acceleration of the loans and commitments upon an event of default.

the principal balance began on October 1, 2024 and are paid monthly in the succeeding 24 months.

Interest Rate .

principal balance of each Loan bears a floating interest.

The interest rate is calculated initially and, thereafter, each calendar month as the sum of (a) the per annum rate of interest from time to time published in The Wall Street Journal as

contemplated by the Loan and Security Agreement, or any successor publication thereto, as the “ prime rate ” then in effect, plus (b) 5.75 %;

provided that, in the event such rate of interest is less than 4.00 %, such rate shall be deemed to be 4.00 % for purposes of

calculating the interest rate.

Interest is payable on a monthly basis based on each Loan principal amount outstanding the preceding month.

Amortization.

Loan shall commence amortization upon the date set forth on the promissory note executed in connection with the respective Loan, upon which the Company is required to commence making equal payments of principal plus accrued interest on the

outstanding principal amount of the respective Loan (the “Loan Amortization Date”) and continuing thereafter on the first business day of each calendar month through the Maturity Date.

Prepayment Premium.

Company may, at its option upon at least ten ( 10 ) business days’ written notice to the Lenders, prepay all (and not less than all) of

the outstanding Loan by simultaneously paying to each Lender an amount equal to (i) any accrued and unpaid interest on the outstanding principal balance of the Loans;

plus (ii) an amount equal to (A) if such Loan is prepaid on or before the

Loan Amortization Date applicable to such Loan, three percent ( 3 %) of the then outstanding principal balance of such Loan, (B) if such Loan is prepaid after the Loan Amortization Date applicable to such Loan, but on or before the date

that is twelve ( 12 ) months after such Loan Amortization Date, two percent ( 2 %) of the then outstanding principal balance of

such Loan, or (C) if such Loan is prepaid more than twelve ( 12 ) months after the Loan Amortization Date but prior to the stated

Maturity Date applicable to such Loan, one percent ( 1 %) of the then outstanding principal balance of such Loan;

plus (iii) the outstanding principal balance of such Loan;

all other sums, if any, that shall have become due and payable hereunder.

No prepayment premium will be applied to any outstanding

balance of any Loan paid on the stated Maturity Date.

Company’s obligations are secured by a security interest in all of the assets of the Company, subject to limited exceptions and excluding the Company’s intellectual property.

Representations and Warranties;

Other Provisions .

The Loan and Security Agreement contains customary representations, warranties and covenants, including maintenance of minimum cash balances as well as covenants by the Company limiting additional

indebtedness, liens, including on intellectual property, guaranties, mergers and consolidations, substantial asset sales, investments and loans, certain corporate changes, transactions with affiliates and fundamental changes.

As of December 31,

2024, the Company is in compliance with all covenants in all material respects.

Default Provisions .

The Loan and Security Agreement provides for events of default customary for term loans of this type, including but not limited to non-payment, breaches or defaults in the performance of covenants, insolvency, and bankruptcy by and/or of the

Warrant and Debt Discount.

In connection with the Loan and Security Agreement, the Company issued Horizon Technology Finance Corporation and Powerscourt Investments XXV, LP warrants to purchase an aggregate total of 381,625 shares of the Company’s common stock at an initial exercise price of $ 3.6685

Each warrant is classified as equity and is exercisable at any time for a period beginning on the date of grant and ending on the earlier of (A) 10 years from the date of grant, and (B) the closing of (A) (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger

into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50 % of the voting power of the Company is disposed of, in each case, for cash or for marketable securities meeting certain requirements as described

in the applicable warrants.

The key assumptions used in Black-Scholes option pricing model were (i) expected term of 10 years , (ii)

a risk-free rate of 3.11 %, (iii) expected volatility of 93.8 %, (iv) and no estimated dividend yield.

the Company incurred third-party and lender fees of $ 449,329 .

These proceeds were allocated on a basis that approximates the relative

fair value method.

The fair value of the warrant and fees incurred were recorded as a debt discount and are being recognized as interest expense over the life of the Loan and Security Agreement using the effective interest method.

unamortized debt discount was $ 1,107,745 as of December 31, 2024.

For the year ended December 31, 2024 and 2023 the Company recognized interest expense of $ 4,659,118 and $ 4,187,075 ,

In August 2022, the Company entered into a Venture Loan and Security Agreement (the “Loan and Security Agreement”) with

Horizon Technology Finance Corporation, as a lender and collateral agent for itself and the other Lenders, and the other persons party thereto from time to time as lenders.

The Company’s indebtedness under the Loan and Security Agreement was

retired and satisfied in full with a portion of the proceeds received from the Securities Purchase Agreement, as discussed throughout the notes to the consolidated financial statements.

This was recorded as a debt extinguishment and resulted in

a loss on retirement of debt of $ 1,107,004 which was included as a component of interest expense on the consolidated statements of

operations and comprehensive loss.

For the years ended December 31, 2025 and 2024, the Company recognized interest expense of $ 2,313,040 and $ 4,659,118 ,

respectively, of which $ 354,907 and $ 1,156,905 ,

respectively was related to the amortization of the debt discount for each of the years.

Convertible Debentures

On April 30, 2025, the Company entered into a Securities Purchase Agreement with certain third-party lenders and JGB

Collateral LLC, as collateral agent (the “Securities Purchase Agreement”).

Pursuant to the Securities Purchase Agreement, the Company agreed to issue and sell (i) senior secured convertible debentures (“Debentures”) in an aggregate principal

amount of $ 22.2 million which is convertible into shares of the Company’s common stock, according to the terms, conditions, and

limitations outlined in the Securities Purchase Agreement and (ii) warrants to purchase up to 1,000,000 shares of the Company’s

common stock, for an exercise price of $ 2.52 per share (the “Warrants”), subject to adjustments as set forth in the warrants, for a

total purchase price of $ 20.0 million.

The Debentures mature on April 30, 2028 , unless earlier redeemed, repurchased, or converted.

The coupon rate on the Debentures is the prime rate plus 5.0 %, provided that if the prime rate would

be less than 6.0 %, the coupon rate under the Debentures will be 6.0 % plus 5.0 %.

The term of the Debentures allows the

lenders, at their own discretion, to require monthly principal payments of up to $ 0.5 million starting August 28, 2025.

exercised this right on August 28, 2025 and principal payments in an aggregate amount of $ 2.5 million were made during the year ended

December 31, 2025.

The Debentures are convertible, at the option of the lenders, into the Company’s shares of common stock, if fully converted

at the initial principal amount, at a conversion price of $ 2.52 per share, to 8,818,340 shares of common stock.

The conversion price is subject to adjustment in the event of (i) stock dividends and splits, (ii) reclassification of shares, and (iii)

certain fundamental transactions, including but not limited to a merger or consolidation, the sale or lease of all or substantially all of the Company’s assets, a tender or exchange offer for 50 % or more of the Company’s common stock, a reorganization or recapitalization, or a business combination or stock purchase agreement where another entity acquires more

than 50 % of the outstanding common stock of the Company.

The Debentures do not have any price protection or price reset provisions

with respect to the future issuance of securities.

The Debentures included certain embedded features that resulted in a compound embedded derivative that was bifurcated from

the host instrument, which included:

(i) a contingent prepayment option exercisable by the Company, (ii) a holder-initiated prepayment option upon a permitted disposition, (iii) a premium repayment feature upon an event of default, and (iv) a

contingent interest feature upon an event of default.

The compound embedded derivative was ascribed a di minimis fair value upon issuance, as the Company assessed that the probability of the underlying contingent events occurring, which would

trigger a payment under these features, was remote.

As of December 31, 2025, the Company determined that the fair value of the compound embedded derivative continued to be de minimis.

The Debentures are subject to customary events of default, including, but not limited to:

(i) failure to make payments of

principal or interest;

(ii) breach of covenants or representations;

(iii) certain events of bankruptcy or insolvency;

(iv) cross-defaults to other material indebtedness;

(v) failure to deliver conversion shares in a timely manner;

delisting of the Company’s common stock;

and (vii) the occurrence of a material adverse effect.

Upon the occurrence of an event of default, the outstanding principal amount of the Debentures, interest and other amounts owed as a result of the

event of default, shall become immediately due and payable in cash.

In addition, for as long as any portion of the Debentures remain outstanding, the Company is

generally restricted from:

incurring indebtedness;

granting or suffering liens on any of its property or assets;

amending its organizational documents;

repurchasing any of its securities;

paying dividends;

selling, disposing, licensing or

leasing its assets other than in the ordinary course;

and other customary restrictive covenants.

The Company also entered into a Security Agreement (the “Security Agreement”), pursuant to which the Company and its subsidiary granted, for the

benefit of the investors, to secure its obligations under the Securities Purchase Agreement and the Debentures, (i) first priority liens on certain assets, in each case subject to permitted liens described in the Security Agreement.

addition, the Company and its subsidiary entered into a Subsidiary Guarantee, pursuant to which the Company and its subsidiary guaranteed all of its obligations under the Securities Purchase Agreement and the Debentures.

In connection with the Securities Purchase Agreement, the Company also issued warrants to purchase an aggregate total of 1,000,000 shares of the Company’s common stock at an initial exercise price of $ 2.52 per share.

Each warrant is classified as equity, in accordance with ASC 815-40, and is exercisable at any time for a period beginning on the date of issuance and

ending 10 years from the date of issuance.

The key assumptions used in the Black-Scholes option pricing model were (i) expected

term of 10 years , (ii) a risk-free rate of 4.17 %, (iii) expected volatility of 83.5 %, (iv) and no estimated dividend yield.

The fair value of the warrant was recorded as a discount and is being recognized as interest expense over the life of the Debentures using the

effective interest method.

The warrants also include a separate provision whereby the exercisability of the common stock warrants may be limited if,

upon exercise, the holder would beneficially own more than 4.99 % (or, at the election of the holder, 9.99 %) of the outstanding common stock immediately after exercise.

This threshold is subject to the holder’s rights under the warrants to increase

such percentage upon at least 61 days ’ prior notice from the warrant holder to the Company.

Approximately $ 19

million of the proceeds from the transactions contemplated by the Securities Purchase Agreement were used to satisfy in full and retire the Company’s indebtedness under the Loan

and Security Agreement .

Issuance costs for the Debentures of $ 762,116 were recorded as a debt discount.

As of December 31, 2025, the effective annual interest rate of the Debentures was approximately 24.1 %.

For the years ended December 31, 2025 and 2024, the Company recognized interest expense of $ 3,016,836 and $ 0 , respectively.

For the years ended December 31, 2025 and 2024, the Company amortized $ 1,198,928 and $ 0 , respectively, of the debt discount, and as of December 31, 2025, had a remaining debt discount balance of $ 2,858,500 .

Note 14 – Retirement Plan

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employees subject to IRS-imposed limitations.

The Company’s 401(k) employer cash contribution match for the years ended December 31, 2024 and December 31, 2023 $ 178,817 and $ 181,439 , respectively.

The Company’s 401(k) employer cash contribution match for the years ended December 31, 2025 and December 31, 2024 was $ 192,896 and $ 178,817 , respectively.

Note 15 – Segment

In accordance with FASB ASC Topic 280, Segment Reporting , the Company has determined that it operates as a single

reportable segment, developing a growing pipeline of targeted immunotherapies designed to overcome the limitations of current immunotherapy.

The financial results of the Company’s operations are managed and reported to the Chief Executive

Officer who is considered the Company’s chief operating decision maker (CODM), on a consolidated basis.

CODM assesses performance and allocates resources based on the Company’s consolidated statements of operations and key components and processes of the Company’s operations are managed centrally.

Segment asset information is not used by the CODM

to allocate resources.

In accordance with FASB ASC Topic 280, Segment Reporting , the Company has determined that it operates as a single reportable segment, developing

a growing pipeline of targeted immunotherapies designed to overcome the limitations of current immunotherapy.

The financial results of the Company’s operations are managed and reported to the Chief Executive Officer who is considered the

Company’s chief operating decision maker (CODM), on a consolidated basis.

The CODM assesses performance and allocates

resources based on the Company’s consolidated statements of operations and key components and processes of the Company’s operations are managed centrally.

Segment asset information is not used by the CODM to allocate resources.

As a single reportable segment entity, the

Company’s segment performance measure is net income / (loss) attributable to shareholders.

Significant segment expenses, as provided to the CODM, are presented below:

segment expenses, as provided to the CODM, are presented below:

Year Ended December 31,

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million pursuant to the New Sales Agreement .

In February 2025, the Company entered into a Securities Purchase

Agreement with certain purchasers, pursuant to which the Company agreed to sell an aggregate of 6,396,787 shares of common

stock, pre-funded warrants to purchase up to an aggregate of 933,334 shares of common stock, and common stock warrants to

purchase up to an aggregate of 7,330,121 shares of common stock at a combined purchase price of $ 1.50 per share and warrant (the “February 2025 Offering”).

Two of the Company’s directors participated in the February 2025 Offering and purchased 30,121 shares of common stock in the aggregate at an offering price per share of $ 1.66

and common stock warrants to purchase 30,121 shares of common stock.

The common stock warrants issued to the Company’s

directors have an exercise price per share of $ 1.53 , but are otherwise identical to the common stock warrants issued to all

other participants in the February 2025 Offering.

Aggregate gross proceeds from the February 2025 Offering were approximately $ 11

Net proceeds to the Company from the offering, after deducting the placement agent fees and other estimated offering expenses payable by the Company, were approximately $ 10.05 million.

The February 2025 Offering closed on February 28, 2025.

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.

What changed 10-K

Item 9A. Controls and Procedures