PDS Biotechnology Corp

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

Pursuant to the requirements of 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:

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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 foryears 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.

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:

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:

/s/KPMG LLP

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

Short Hills, New Jersey

March 30, 2026

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Consolidated Statements of Operations and Comprehensive Loss

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Consolidated Statements of Changes in Stockholders’ Equity

See accompanying notes to the financial statements.

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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 andseven (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 andthirty-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 with PDS01ADC.

Licensed patents

The Companyhas 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.

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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

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.

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.

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.

Property and equipment are recorded at cost. Depreciation is recorded for property and equipment using the straight-line method over the estimated useful life offive 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.

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.

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.

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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.

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:

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.

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.

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.

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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:

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.

Subsequent events have been evaluated through the date these financial statements were issued. See Note 16.

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.

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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.

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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.

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The Company’s estimated cash requirements in 2026 and beyond include expenses related to continuing development and clinical trialsas 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, there 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 wereno transfers between Levels 1, 2, or 3 during the years ended December 31, 2025 or 2024.

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 totheir 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:

Depreciation expense for the years ended December 31, 2025 and 2024 was $21,836 and $21,112, respectively.

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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:

Maturity of the Company’s financing lease liabilities is as follows:

The Company entered into four financing leases for laboratory equipment with a total cost of $251,959 with four tofive-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:

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.

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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 often 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 afour-year period. Unless terminated by the Board, the Plans shall continue to remain effective for a term often 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:

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The following table summarizes the stock option activity for the Company’s stock option plans for the year ended December 31, 2025:

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:

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.

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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 andno 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 toone 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.

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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 purchaseone 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.

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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 proceedsto 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 purchaseone 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.

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Note 10 – Income Taxes

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

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:

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:

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

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.

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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 wereno 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 didnot have any unrecognized tax benefits and hasnot 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:

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.

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.

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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 theprime 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) andno 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.

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 asingle 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 asingle 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:

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.