PDS Biotechnology Corp 10-K

ITEM 9A. Controls and Procedures 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. 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, 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. 104 Index 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 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 31, 2025. 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. ITEM 9B. Other Information 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. ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 105 Index PART III 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. ITEM 10. Directors, Executive Officers and Corporate Governance The information required by this Item is incorporated herein by reference to the Proxy Statement. ITEM 11. Executive Compensation The information required by this Item is incorporated herein by reference to the Proxy Statement. ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The information required by this Item is incorporated herein by reference to the Proxy Statement. ITEM 13. Certain Relationships and Related Transactions, and Director Independence The information required by this Item is incorporated herein by reference to the Proxy Statement. ITEM 14. Principal Accounting Fees and Services The information required by this Item is incorporated herein by reference to the Proxy Statement. PART IV ITEM 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this report: (1) 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 Data”. (2) 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. (3) Exhibits: 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. ITEM 16. 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. 106 Index Exhibit Number Exhibit Description 1.1 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). 3.1 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 herein). 3.2 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). 3.3 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). 3.4 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). 3.5 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). 4.1 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). 4.2 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). 4.3 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). 4.4 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). 4.5 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). 4.6 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). 4.7 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). 4.8 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). 4.9 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). 4.10 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). 10.1 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). 10.2 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). 107 Index 10.3 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). 10.4 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). 10.5 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). 10.6 ++ 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). 10.7 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). 10.8 + 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). 10.9 + 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). 10.10 + 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). 10.11 + 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). 10.12 + 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).” 10.13 + 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). 10.14 + 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). 10.15 + 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). 10.16 + 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). 10.17 + 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). 10.18 + 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). 108 Index 10.19 + 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). 10.20 ++ 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). 10.21 ++ 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). 10.22 + 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) 10.23 +++ 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). 10.24 +++ 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). 10.25 +++ 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). 10.26 +++ 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). 10.27 +++ 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). 10.28 +++ 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). 10.29 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). 10.30 ++ 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). 10.31 Amendment Agreement entered into as of May 20, 2025, by and among JGB Capital, L.P., JGB Partners, L.P., JGB Capital Offshore Ltd. and Alto 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 herein). 10.32 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). 10.33 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). 109 Index 10.34 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 herein). 10.35 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) 19 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). 21.1 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). 23.1 * Consent of KPMG LLP. 31.1 * Principal Executive Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 31.2 * Principal Financial Officer’s Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. 32.1 * Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 32.2 * Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). 97 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). 101.INS* Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) 101.SCH* Inline XBRL Taxonomy Extension Schema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) + Indicates management contract or compensatory plan. * Filed herewith unless otherwise indicated as furnished herewith. ** 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. ++ Certain portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K. 110 Index SIGNATURES 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 March 30, 2026 By: /s/ Frank Bedu-Addo Frank Bedu-Addo , Ph.D. President and Chief Executive Officer March 30, 2026 By: /s/ Lars Boesgaard Lars Boesgaard 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: Signature Title Date /s/ Frank Bedu-Addo President and Chief Executive Officer and Director March 30, 2026 Frank Bedu-Addo, Ph.D. (Principal Executive Officer) /s/ Lars Boesgaard Chief Financial Officer March 30, 2026 Lars Boesgaard (Principal Financial and Accounting Officer) /s/ Gregory Freitag Director March 30, 2026 Gregory Freitag J.D., CPA /s/ Stephen Glover Director March 30, 2026 Stephen Glover /s/ Kamil Ali-Jackson Director March 30, 2026 Kamil Ali-Jackson /s/ Otis W. Brawley Director March 30, 2026 Otis W. Brawley /s/ Ilian Iliev Director March 30, 2026 Ilian Iliev 111 Index Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors PDS Biotechnology Corporation: 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, 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 concern. 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. 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 uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion. 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. 112 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 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 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 information ● developing an independent range 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 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 information ● 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. /s/ KPMG LLP We have served as the Company’s auditor since 2019. Short Hills, New Jersey March 30, 2026 113 Index PDS BIOTECHNOLOGY CORPORATION AND SUBSIDIARY Consolidated Balance Sheets December 31, 2025 December 31, 2024 ASSETS Current assets: Cash and cash equivalents $ 26,711,969 $ 41,689,591 Prepaid expenses and other assets 1,542,116 3,364,852 Total current assets 28,254,085 45,054,443 Noncurrent assets: Prepaid expenses 1,996,300 - Property and equipment, net 120,184 142,020 Financing lease right-of-use assets 123,514 162,194 Total assets $ 30,494,083 $ 45,358,657 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 3,574,448 $ 1,684,868 Accrued expenses 742,227 2,841,214 Current portion of notes payable 5,130,372 12,500,000 Financing lease obligation - short term 36,167 61,119 Total current liabilities 9,483,214 17,087,201 Noncurrent liabilities: Note payable, net of current portion 11,733,350 9,204,755 Financing lease obligation-long term 25,686 61,853 Total liabilities 21,242,250 26,353,809 Commitments and contingencies (Note 11) STOCKHOLDERS’ EQUITY 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 18,111 12,536 Additional paid-in capital 225,840,226 201,103,311 Accumulated deficit ( 216,606,504 ) ( 182,110,999 ) Total stockholders’ equity 9,251,833 19,004,848 Total liabilities and stockholders’ equity $ 30,494,083 $ 45,358,657 See accompanying notes to the consolidated financial statements. 114 Index PDS BIOTECHNOLOGY CORPORATION AND SUBSIDIARY Consolidated Statements of Operations and Comprehensive Loss Year Ended December 31, 2025 2024 Operating expenses: Research and development expenses $ 19,025,832 $ 22,565,524 General and administrative expenses 12,518,127 13,755,671 Total operating expenses 31,543,959 36,321,195 Loss from operations ( 31,543,959 ) ( 36,321,195 ) Interest income (expense), net Interest income 1,217,241 2,514,816 Interest expense ( 5,338,607 ) ( 4,673,174 ) Interest income (expense), net ( 4,121,366 ) ( 2,158,358 ) Loss before income taxes ( 35,665,325 ) ( 38,479,553 ) Benefit from income taxes 1,169,820 869,169 Net loss and comprehensive loss $ ( 34,495,505 ) $ ( 37,610,384 ) Per share information: Net loss per share, basic and diluted $ ( 0.74 ) $ ( 1.03 ) Weighted average common shares outstanding basic and diluted 46,384,280 36,452,707 See accompanying notes to the consolidated financial statements. 115 Index PDS BIOTECHNOLOGY CORPORATION AND SUBSIDIARY Consolidated Statements of Changes in Stockholders’ Equity Common Stock Additional Accumulated Shares Issued Amount Paid-in Capital Deficit Total Equity January 1, 2024 33,094,521 $ 10,921 $ 170,620,641 $ ( 144,500,615 ) $ 26,130,947 Stock-based compensation expense - - 1,630,011 - 1,630,011 Issuance of common stock from at-the-market program, net 3,428,681 1,131 19,493,342 - 19,494,473 Issuances of common stock, from exercise of stock options 156,073 52 531,039 - 531,091 Net loss - - - ( 10,603,477 ) ( 10,603,477 ) Balance - March 31, 2024 36,679,275 $ 12,104 $ 192,275,033 $ ( 155,104,092 ) $ 37,183,045 Stock-based compensation expense - - 1,795,722 - 1,795,722 Issuance of common stock for consulting agreement 100,000 33 266,967 - 267,000 Net loss - - - ( 8,327,897 ) ( 8,327,897 ) Balance - June 30, 2024 36,779,275 $ 12,137 $ 194,337,722 $ ( 163,431,989 ) $ 30,917,870 Stock-based compensation expense - - 1,778,272 - 1,778,272 Amortization of issuance costs from at-the-market program - - ( 67,179 ) - ( 67,179 ) Issuances of common stock, from exercise of stock options 40,535 13 98,487 - 98,500 Net loss - - - ( 10,726,658 ) ( 10,726,658 ) Balance - September 30, 2024 36,819,810 $ 12,150 $ 196,147,302 $ ( 174,158,647 ) $ 22,000,805 Stock-based compensation expense - - 1,644,188 - 1,644,188 Issuances of common stock, from exercise of stock options 59,465 20 144,480 - 144,500 Issuance of common stock from at-the-market program, net 1,108,105 366 3,167,341 - 3,167,707 Net loss - - - ( 7,952,352 ) ( 7,952,352 ) Balance - December 31, 2024 37,987,380 $ 12,536 $ 201,103,311 $ ( 182,110,999 ) $ 19,004,848 Common Stock Additional Accumulated Shares Issued Amount Paid-in Capital Deficit Total Equity January 1, 2025 37,987,380 $ 12,536 $ 201,103,311 $ ( 182,110,999 ) $ 19,004,848 Stock-based compensation expense - - 1,253,882 - 1,253,882 Issuance of common stock for consulting agreement 150,000 50 203,451 203,501 Issuance of common stock from at-the-market program, net 205,350 68 306,047 - 306,115 Issuances of common stock, net of issuance costs 6,396,787 2,111 6,919,908 - 6,922,019 Issuance of pre-funded warrants - - 1,009,969 - 1,009,969 Issuance of warrants - - 2,150,771 - 2,150,771 Exercise of pre-funded warrants 706,334 233 ( 162 ) - 71 Net loss - - - ( 8,488,967 ) ( 8,488,967 ) Balance - March 31, 2025 45,445,851 $ 14,998 $ 212,947,177 $ ( 190,599,966 ) $ 22,362,209 Stock-based compensation expense - - 448,029 - 448,029 Issuance of common stock from at-the-market program, net 960,511 317 1,460,325 - 1,460,642 Issuances of common stock, net of issuance costs - - 50,000 - 50,000 Issuance of warrants - - 1,073,089 - 1,073,089 Exercise of pre-funded warrants 227,000 75 ( 52 ) - 23 Net loss - - - ( 9,434,208 ) ( 9,434,208 ) Balance - June 30 , 2025 46,633,362 $ 15,390 $ 215,978,568 $ ( 200,034,174 ) $ 15,959,784 Stock-based compensation expense - - 1,246,485 - 1,246,485 Issuance of common stock from at-the-market program, net 1,072,080 354 1,256,298 - 1,256,652 Net loss - - - ( 9,009,411 ) ( 9,009,411 ) Balance - September 30, 2025 47,705,442 $ 15,744 $ 218,481,351 $ ( 209,043,585 ) $ 9,453,510 Stock-based compensation expense - - 1,158,210 - 1,158,210 Issuance of common stock for consulting agreement 100,000 33 94,967 - 95,000 Issuance of common stock from at-the-market program, net 1,272,791 420 1,250,483 - 1,250,903 Issuances of common stock, net of issuance costs 5,741,000 1,895 2,517,339 - 2,519,234 Issuance of pre-funded warrants - - 25,886 - 25,886 Exercise of pre-funded warrants 59,000 19 ( 13 ) - 6 Issuance of warrants - - 1,925,361 - 1,925,361 Modifcation of warrants 386,642 386,642 Net loss - - - ( 7,562,919 ) ( 7,562,919 ) Balance - December 31, 2025 54,878,233 $ 18,111 $ 225,840,226 $ ( 216,606,504 ) $ 9,251,833 See accompanying notes to the financial statements. 116 Index PDS BIOTECHNOLOGY CORPORATION AND SUBSIDIARY Consolidated Statements of Cash Flows Year Ended December 31, 2025 2024 Cash flows from operating activities: Net loss $ ( 34,495,505 ) $ ( 37,610,384 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 4,106,606 6,848,193 Issuance of shares in consulting agreements 298,501 267,000 Amortization of debt discount 1,553,835 1,156,905 Loss on retirement of debt 1,107,004 - Depreciation expense 21,836 21,112 Finance lease amortization expense 38,682 38,679 Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 173,564 ) ( 870,294 ) Accounts payable 1,889,580 ( 5,297,956 ) Accrued expenses ( 2,098,987 ) 416,522 Operating lease liabilities - - Net cash used in operating activities ( 27,752,012 ) ( 35,030,223 ) Cash flows from investing activities: Purchase of equipment - ( 29,000 ) Net cash used in investing activities - ( 29,000 ) Cash flows from financing activities: Proceeds from issuance of pre-funded warrants 1,038,094 - Proceeds from issuance of warrants 5,315,811 - Proceeds from exercise of pre-funded warrants 100 - Proceeds from exercise of stock options - 774,091 Payments of finance lease obligations ( 61,119 ) ( 55,795 ) Loan principal payments ( 6,666,667 ) ( 3,125,000 ) Loan repayment ( 19,000,000 ) - Net proceeds from issuance of loan 18,164,795 - Proceeds from issuances of common stock, net of issuance costs 9,709,064 - Proceeds from issuance of common stock from at-the-market program, net of issuance costs 4,274,312 22,595,001 Net cash provided by financing activities 12,774,390 20,188,297 Net (decrease) increase in cash and cash equivalents ( 14,977,622 ) ( 14,870,926 ) Cash and cash equivalents at beginning of period 41,689,591 56,560,517 Cash and cash equivalents at end of period $ 26,711,969 $ 41,689,591 Supplemental information of cash and non-cash transactions: Cash paid for interest $ 2,921,359 $ 3,556,662 See accompanying notes to the consolidated financial statements. 117 Index PDS BIOTECHNOLOGY CORPORATION AND SUBSIDIARY Notes to Consolidated Financial Statements Note 1 – Nature of Operations PDS Biotechnology Corporation, a Delaware corporation (the “Company” or “PDS Biotech”), is a clinical-stage immunotherapy company developing a growing pipeline of molecularly targeted immunotherapies designed to overcome the limitations of current immunotherapy and vaccine technologies. The Company develops proprietary platforms designed to train and enable the immune system to attack and destroy disease; Versamune®, and Versamune® in combination with PDS01ADC for treatments in oncology and Infectimune® for treatments in infectious diseases. 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. 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 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 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 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. Most of the Company’s international issued patents are issued in multiple 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 from 2028 through 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. Licensed patents The Company has licensed patented antigens from the U.S. government for use in its cationic lipid immunotherapies. The Company has licensed T cell receptor gamma alternate reading frame protein (“TARP”) from the National Cancer Institute (“NCI”) to develop and commercialize TARP peptide-based therapies in combination with the Company’s Versamune® technology and any other of the Company’s proprietary technologies for prostate and breast cancers and acute myeloid leukemia. These patents are directed to immunogenic peptides and peptide derivatives for the treatment of prostate and breast cancer treatment and multi-epitope TARP peptide vaccine and uses thereof. These licensed antigens are incorporated in PDS0102 with Versamune®. The Company has licensed mucin-1 (“MUC1”) novel highly immunogenic agonist epitopes of MUC1 developed by the National Cancer Institute. MUC1 is highly expressed in multiple solid tumors and has been shown to be associated with drug resistance and poor disease prognosis in breast, colorectal, lung and ovarian cancers, for which PDS0103 is being developed. The Company has been granted patents and is pursuing additional patents that cover compositions and methods of use of cationic lipid immunotherapies with each of the licensed technologies. The Company entered into a non-exclusive agreement to license Computationally Optimized Broadly Reactive Antigen (COBRA) with the University of Georgia Research Foundation. These antigens are developed by Dr. Ted Ross at the University of Georgia. The Company believes the combination of these antigens along with its proprietary Versamune® technology has the potential to induce a broad immune response as a universal flu vaccine. Exclusive License Agreement On December 30, 2022, the Company entered into a License Agreement (the “License Agreement”) with Merck KGaA, Darmstadt, Germany, pursuant to which Merck KGaA, Darmstadt, Germany has granted the Company an exclusive (even as to Merck KGaA), worldwide, sublicensable, milestone and royalty-bearing right and license to certain patent rights and certain related data (the “Licensed Technology”) to develop, manufacture, use, commercialize and otherwise exploit any product containing NHS-IL12 fusion protein formerly known as M9241, now PDS01ADC. 118 Index In consideration for the rights granted by Merck KGaA, Darmstadt, Germany, the Company (i) agreed to make a one-time up-front cash payment of $ 5.0 million to Merck KGaA, Darmstadt, Germany, and (ii) entered into a Share Transfer Agreement dated December 30, 2022 (the “Share Transfer Agreement”), pursuant to which the Company issued 378,787 shares of its common stock to Merck KGaA, Darmstadt, Germany in a private placement for an aggregate value of $ 5.0 million, as measured by the closing price of the Company’s common stock on the Nasdaq Capital Market as of December 30, 2022. Pursuant to the License Agreement, the Company agreed to make certain commercial sales milestones and royalty payments. Note 2 – Summary of Significant Accounting Policies (A) Use of estimates: 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 liabilities at the date of the consolidated financial statements. Actual results could differ from those estimates. 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. (B) Significant risks and uncertainties: The Company’s operations are subject to a number of factors that may affect its operating results and financial condition. Such factors include, but are not limited to: the clinical and regulatory development of its products, the Company’s ability to preserve its cash resources, the Company’s ability to add product candidates to its pipeline, the Company’s intellectual property, the Company’s ability to complete clinical trials necessary to obtain regulatory product licenses, competition from products manufactured and sold or being developed by other companies, the price of, and demand for, Company products if approved for sale, the Company’s ability to negotiate favorable licensing or other manufacturing and marketing agreements for its products, and the Company’s ability to raise capital. The Company currently has no commercially approved products. As such, there can be no assurance that the Company’s future research and development programs will be successfully commercialized. Developing and commercializing a product requires significant time and capital and is subject to regulatory review and approval as well as competition from other biotechnology and pharmaceutical companies. The Company operates in an environment of rapid change and is dependent upon the continued services of its employees and consultants and obtaining and protecting its intellectual property. (C) Cash equivalents and concentration of cash balance: The Company considers all highly liquid securities with a maturity of less than three months to be cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits. (D) Property and equipment: Property and equipment are recorded at cost. Depreciation is recorded for property and equipment using the straight-line method over the estimated useful life of five years . The Company reviews the recoverability of all long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset might not be recoverable. (E) Research and development: 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 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. (F) Patent costs: The Company expenses patent costs as incurred and classifies such costs as general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss. 119 Index (G) Stock-based compensation: The Company accounts for its stock-based compensation in accordance with ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, directors and non-employees to be recognized as expense in the consolidated statements of operations and comprehensive loss based on their grant date fair values. In order to determine the fair value of stock options on the date of grant, the Company uses the Black-Scholes option-pricing model. Inherent in this model are assumptions related to expected stock-price volatility, option term, risk-free interest rate and dividend yield. While the risk-free interest rate and dividend yield are less subjective assumptions that are based on factual data derived from public sources, the expected stock-price volatility and option term assumptions require a greater level of judgment. The Company expenses the fair value of its stock-based compensation awards to employees and directors on a straight-line basis over the requisite service period, which is generally the vesting period. The Company recognizes forfeitures as they occur. (H) 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 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, are as follows: Year Ended December 31, 2025 2024 Stock options to purchase common stock 5,935,024 5,373,063 Performance-based restricted stock units 800,000 - Warrants to purchase common stock 14,557,034 426,913 Total 21,292,058 5,799,976 (I) Income taxes: The Company provides for deferred income taxes under the asset and liability method, which requires deferred tax assets and liabilities to be recognized for the future tax consequences attributable to net operating loss carryforwards and for differences between the financial statement carrying amounts and the respective tax bases of assets and liabilities. Valuation allowances are recorded to reduce deferred tax assets to the amount that will more likely than not be realized. (J) 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. (K) 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. 120 Index (L) Fair value of financial instruments: ASC Topic 820, Fair Value Measurement Disclosures , specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement). The three levels of the fair value hierarchy are as follows: ● Level 1 — Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 1 primarily consists of financial instruments whose value is based on quoted market prices such as exchange-traded instruments and listed equities. ● Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly (e.g., quoted prices of similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in markets that are not active). Level 2 includes financial instruments that are valued using models or other valuation methodologies. ● Level 3 — Unobservable inputs for the asset or liability. Financial instruments are considered Level 3 when their fair values are determined using pricing models, discounted cash flows or similar techniques and at least one significant model assumption or input is unobservable. (M) Leases: The Company determines if an arrangement is a lease at inception and recognizes the lease in accordance with ASC Topic 842, Leases. Both financing and operating leases are included in right-of-use (ROU) assets, lease obligations short-term and lease obligations long-term in the Company’s consolidated balance sheets. ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the 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. (N) Subsequent events: Subsequent events have been evaluated through the date these financial statements were issued. See Note 16. (O) New accounting standards adopted: Recently Adopted Accounting Pronouncements 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. Refer to our income tax disclosure in Note 10 – Income Taxes for more information. Recent Accounting Pronouncements Not Yet Adopted 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 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 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. 121 Index 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. 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. 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, approximately $ 97 million of which covers the 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. In August 2022, the Company entered into an At Market Issuance Sales Agreement, or the Sales Agreement, with B. Riley Securities, Inc. and BTIG, LLC, each an Agent and collectively the Agents, with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, having an aggregate offering price of up to $ 50 million, or the Placement Shares, through or to the Agents, as sales agents or principals. Upon delivery of a placement notice and subject to the terms and 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 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 Agents with customary indemnification and contribution rights. The Company is not obligated to make any sales of its common stock under the Sales Agreement. 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) 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. and H.C. 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. 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 its participation in the New Jersey Technology Business Tax Certificate Transfer NOL program for tax year 2022. 122 Index 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 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 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 $ 10.1 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”). The 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 The Company evaluated whether there are any conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the filing of this Annual Report on Form 10-K in accordance with ASC Subtopic 205-40, Going Concern. 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 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. 123 Index 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 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 entirely. Any of these actions could harm its business, results of operations and prospects. Failure to obtain adequate financing may also adversely affect the Company’s ability to operate as a going concern. 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 There were no transfers between Levels 1, 2, or 3 during the years ended December 31, 2025 or 2024. Fair Value Measurements at Reporting Date Using Total Quoted Prices in Active Markets (Level 1) Quoted Prices in Inactive Markets (Level 2) Significant Unobservable Inputs (Level 3) As of December 31, 2025: Cash and cash equivalents $ 26,711,969 $ 26,711,969 $ – $ – As of December 31, 2024: Cash and cash equivalents $ 41,689,591 $ 41,689,591 $ – $ – 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. The fair value of the Company ’ s long-term debt is based on Level 2 inputs. Note 5 – Property and Equipment Property and equipment is summarized as follows: December 31, 2025 2024 Furniture and equipment $ 14,964 $ 14,964 Computer and Telephone equipment 13,545 13,545 Lab equipment 267,402 267,402 Total furniture and equipment 295,911 295,911 Less accumulated depreciation ( 175,727 ) ( 153,891 ) Property and equipment, net $ 120,184 $ 142,020 Depreciation expense for the years ended December 31, 2025 and 2024 was $ 21,836 and $ 21,112 , respectively. 124 Index Note 6 – Leases 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 The Company has financed certain laboratory equipment as follows: Year Ended December 31, 2025 2024 Cash paid for finance lease liabilities $ 69,850 $ 69,850 Maturity of the Company’s financing lease liabilities is as follows: Year ended December 31, 2026 $ 40,107 2027 26,723 2028 and after 1 Total future minimum lease payments 66,831 Less imputed interest ( 4,978 ) Remaining lease liability $ 61,853 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 includes a bargain purchase option to acquire the equipment at the end of the lease term. The aggregate monthly payments are approximately $ 6,000 . Finance lease amortization expense for the years ended December 31, 2025 and 2024 was $ 38,682 and $ 38,679 , respectively. Note 7 – Accrued Expenses Accrued expenses consist of the following: December 31, 2025 2024 Accrued research and development costs $ 86,100 $ 1,267,627 Accrued professional fees 384,017 657,498 Accrued compensation 271,742 663,399 Accrued interest on debt - 252,322 Accrued rent 368 368 Total $ 742,227 $ 2,841,214 Note 8 – Stock-Based Compensation 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. 125 Index 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 (vi) Other Stock-Based Awards. As of December 31, 2025, there were 190,799 shares available for grant under the 2018 Stock 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. Unless specified otherwise in an individual option agreement, ISOs generally vest over a four-year period. Unless terminated by the Board, the Plans shall continue to remain effective for a term of ten years or until such time as no further awards may be granted and all awards granted under the Plans are no longer outstanding. On June 17, 2019, the Board adopted the 2019 Inducement Plan (the “Inducement Plan”). On December 8, 2020, the Company amended the Inducement Plan solely to increase the total number of shares of common stock reserved for issuance under the Inducement Plan from 200,000 shares to 500,000 shares. On May 17, 2022, the Company further amended the Inducement Plan solely to increase the total number of shares of Common Stock reserved for issuance under the Inducement Plan from 500,000 shares to 1,100,000 shares. On January 22, 2024, the Company further amended the Inducement Plan solely to increase the total number of shares of Common Stock reserved for issuance under the Inducement Plan from 1,100,000 shares to 2,100,000 shares. 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 is administered by the Compensation Committee of the Board. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, non-qualified stock options under the Inducement Plan may only be made to an employee who has not previously been an employee of the Company or member of the Board of Directors of the Company (or any parent or subsidiary of the Company), if he or she is granted such non-qualified stock options in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary. As of December 31, 2025, there were 1,087,407 shares available for grant under the Inducement Plan. The following table summarizes the components of stock-based compensation expense in the consolidated statements of operations and comprehensive loss for the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Research and development $ 1,069,839 $ 2,358,795 General and administrative 3,036,767 4,489,397 Total $ 4,106,606 $ 6,848,193 126 Index The following table summarizes the stock option activity for the Company’s stock option plans for the year ended December 31, 2025: Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Balance at January 1, 2025 5,373,063 $ 6.08 7.11 $ 50,439 Granted 1,246,500 $ 1.09 6.67 - Cancelled ( 10,500 ) $ 32.98 - - Forfeited ( 447,304 ) $ 4.74 - - Expired ( 226,735 ) $ 7.39 - - Options outstanding at December 31, 2025 5,935,024 $ 4.55 4.96 $ 585,272 Vested and expected to vest at December 31, 2025 5,935,024 $ 4.55 4.96 $ 585,272 Exercisable at December 31, 2025 3,911,854 $ 5.82 6.44 $ 224 As of December 31, 2025 there was approximately $ 6,339,403 of unamortized stock compensation expense, which is expected to be recognized over a remaining average vesting period of 1.23 years. 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, 2025 and 2024 were estimated using the Black-Scholes option valuation model utilizing the following assumptions: Year Ended December 31, 2025 2024 Weighted Average Volatility 81.0 % 136.89 % Risk-Free Interest Rate 4.01 % 4.04 % Expected Term in Years 5.98 6.06 Dividend Rate - - Fair Value of Option on Grant Date $ 1.28 $ 4.70 Expected volatility . 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 . The risk-free interest rate assumption is based on observed interest rates appropriate for the expected term of the stock option grants. Expected term. The expected term represents the period options are expected to be outstanding. The expected term of the options is based on using the simplified method, which is the midpoint between the requisite service period and the contractual term of the option, since the Company has a limited history of being a public company to develop reasonable expectations about future exercise patterns and employment duration for the stock options grants. Expected dividend rate . The expected dividend yield assumption is based on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends. During the year ended December 31, 2024, the Company entered into a Common Stock Purchase Agreement, dated June 17, 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. 127 Index 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 Preferred Stock The Company currently has 5,000,000 shares of preferred stock authorized. Voting Shares of preferred stock may be issued in one or more series, from time to time, with each such series to consist of such number of shares and to have such voting powers relative to other classes or series of preferred stock, if any, or common stock, full or limited or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and such qualifications, limitations or restrictions thereof, as shall be stated in the resolution or resolutions providing for the issuance of such series adopted by the Company’s Board of Directors. Common Stock The Company currently has 150,000,000 shares of common shares authorized. Voting Each holder of a share of common stock is entitled to one vote for each share of common stock. Dividends Dividends may be declared and paid as and when determined by the Board of Directors and subject to any preferential dividend rights of any then outstanding preferred stock. Preemptive Rights. The holders of common stock shall have no preemptive rights to subscribe for any shares of any class of stock of the Company whether now or hereafter authorized. Liquidation Rights Upon the dissolution or liquidation of the Company, whether voluntary or involuntary, holders of the common stock will be 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. 128 Index 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 Offering”). 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. In 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. Warrants 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 Company. 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 4.06 %. 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. 129 Index 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. The 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. In 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. Warrants 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 Company. 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 3.65 %. 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. 130 Index Note 10 – Income Taxes The income tax provision consisted of the following for the years ended December 31, 2025 and December 31, 2024: December 31, 2025 2024 Current: Federal $ - $ - State & local ( 1,169,820 ) ( 869,169 ) ( 1,169,820 ) ( 869,169 ) Deferred tax expense: Federal - - State & local - - Net income tax benefit $ ( 1,169,820 ) $ ( 869,169 ) A reconciliation of the statutory U.S. 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: December 31, 2025 Amount Percent U.S. Federal statutory tax rate $ ( 7,489,718 ) 21.0 % State and local income taxes, net of federal benefit (1) ( 924,158 ) 2.6 % Tax credits Research and development tax credits ( 1,338,403 ) 3.8 % True-Ups 438,164 ( 1.2 )% Changes in valuation allowances 8,143,238 ( 22.8 )% Nontaxable or nondeductible items Meals & entertainment 1,057 - Total $ ( 1,169,820 ) 3.4 % (1) 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: December 31, 2024 Statutory rate 21.0 % State tax recovery, net of federal benefit 2.2 % Permanent differences ( 6.0 )% Research and development 3.6 % State taxes/ Sale of NOL 2.3 % Valuation allowance ( 20.8 )% Effective tax rate 2.3 % 131 Index Deferred tax assets as of December 31, 2025 and December 31, 2024 are related to the following: December 31, 2025 2024 Fixed assets $ 710,573 $ 727,367 Intangible assets 12,066 17,571 License agreement 2,261,307 2,491,266 Accrued expenses 76,022 6,129 Lease liability 17,483 35,349 Stock based compensation 4,159,573 3,649,378 Charitable contributions 9,123 9,278 163j 1,016 1,033 Research & development 10,458,138 13,189,388 Net operating loss 47,363,506 37,698,779 R&D credits 8,355,813 6,876,852 Total gross deferred tax assets 73,424,620 64,702,389 Less valuation allowance ( 73,389,708 ) ( 64,655,056 ) Deferred tax assets, net $ 34,912 $ 47,334 Business insurance - ( 711 ) Right of use asset $ ( 34,912 ) $ ( 46,623 ) Total gross deferred tax liabilities ( 34,912 ) ( 47,334 ) Deferred tax, net $ - $ - In assessing the realizability of the net deferred tax assets, the Company considers all relevant positive and negative evidence to determine whether it is more likely than not that some portion of the deferred income tax will not be realized. The realization of the gross deferred tax assets is dependent on several factors, including the generation of sufficient taxable income prior to the expiration of the net operating loss carryforwards. 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. 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 $ 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 expire in 2028, losses generated in 2018 or later of $ 167.4 million will carry forward indefinitely. The federal credit carryforwards begin to expire in 2032 . 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 utilization provisions of Section 382 of the Internal Revenue Code. The effect of an ownership change would be the imposition of an annual limitation on the use of NOL carryforwards attributable to periods before the change. The amount of the annual limitation depends upon the value of the Company immediately before the change, changes to the Company’s capital during a specified period prior to the change, and the federal published interest rate. Although the Company has not completed an analysis under Section 382 of the Code, it is likely that the utilization of the NOLs will be limited. 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. 132 Index Entities are also required to evaluate, measure, recognize and disclose any uncertain income tax provisions taken on their income tax returns. The Company has analyzed its tax positions and has concluded that as of December 31, 2025, there were no uncertain positions. The Company’s U.S. federal and state net operating losses have occurred since its inception in 2009 and as such, tax years subject to potential tax examination could apply from that date because the utilization of net operating losses from prior years opens the relevant year to audit by the IRS and/or state taxing authorities. Interest and penalties, if any, as they relate to income taxes assessed, are included in the income tax provision. The Company did 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, 2025 2024 Federal $ - $ - State & local ( 1,162,953 ) ( 924,158 ) Income taxes, net of amount refunded $ ( 1,162,953 ) $ ( 924,158 ) Note 11 – Commitments and Contingencies Rent For the years ended December 31, 2025 and 2024, rent was $ 255,816 and $ 264,000 , respectively, for month-to-month arrangements not impacted by the adoption of ASC 842. 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 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 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 The Company may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of its business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. While there can be no assurances as to the ultimate outcome of any legal proceeding or other loss contingency involving the Company, management does not believe any pending matter will be resolved in a manner that would have a material adverse effect on its financial position, results of operations or cash flows. 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, 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. 133 Index Note 13 – 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. The lenders 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; (vi) 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. 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. 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, 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. 134 Index 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 The Company has a 401(k) defined contribution plan for the benefit for all employees and permits voluntary contributions by employees subject to IRS-imposed limitations. 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 Reporting 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: Year Ended December 31, 2025 2024 Segment expenses Salaries and benefits $ 12,128,616 $ 15,282,537 Professional fees 4,955,128 4,819,562 General administrative expenses 1,452,946 1,438,833 Clinical development expenses 4,158,848 6,480,674 Other development expenses 8,848,421 8,299,589 Total operating and segment expenses $ 31,543,959 $ 36,321,195 Interest income 1,217,241 2,514,816 Interest expense ( 5,338,607 ) ( 4,673,174 ) Benefit from income taxes 1,169,820 869,169 Segment and consolidated net loss $ ( 34,495,505 ) $ ( 37,610,384 ) Note 16 – Subsequent Events As of the date of this Annual Report, during the first quarter of 2026, the Company sold 937,420 shares of common stock for net proceeds of $ 0.85 million pursuant to the New Sales Agreement . 135