PDS Biotechnology Corp

On April 30, 2025, the Company, entered into a Securities Purchase Agreement (the “Purchase Agreement”) with each of the buyers that are parties thereto (each, including its successors and assigns, a “Buyer” and collectively, the “Buyers”) and JGB Collateral LLC, a Delaware limited liability company, as collateral agent. Pursuant to the Purchase Agreement, the Company agreed to sell to the Buyers (i) Senior Secured Convertible Debentures (the “Debentures”) in an aggregate principal amount of $22,222,222 and (ii) warrants to purchase up to 1,000,000 shares of its 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 $20,000,000. The transactions contemplated by the Purchase Agreement were consummated on April 30, 2025. The issuance of the Debentures and Warrants was exempt from registration under the Securities Act pursuant to Section 4(a)(2) thereof.