PDS Biotechnology Corp
For the period ended Aug 10, 2026. Filed Jun 26, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Aug 10, 2026 · Filed Jun 26, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
PDS BIOTECHNOLOGY CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
PDS Biotechnology Corporation
303A College Road East, Princeton, NJ 08540
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on August 10, 2026
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of PDS Biotechnology Corporation, a Delaware corporation (the “Company”, “PDS”, or “PDS Biotech”). The Annual Meeting will be held on August 10, 2026, at 8 a.m. Eastern Time. The Annual Meeting will be held virtually via live webcast. Stockholders will be able to attend the Annual Meeting and submit questions and vote their shares during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PDSB2026 and entering your 16-digit control number included in the Notice of Internet Availability of Proxy Materials, proxy card or voting instruction form that you receive. The Annual Meeting will be held for the following purposes:
| 1. | To elect two Class B directors of the Company, Kamil Ali-Jackson, J.D. and Ilian Iliev, Ph.D., each to hold office until the 2029 Annual Meeting of Stockholders or until their successors shall have been duly elected and qualified; |
| 2. | To approve an amendment to our Eighth Amended and Restated Certificate of Incorporation, as amended, to increase the number of authorized shares of our common stock from 150,000,000 shares to 300,000,000 shares; |
| 3. | To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; |
| 4. | To approve, by non-binding, advisory vote, the compensation of our named executive officers; and |
| 5. | To conduct any other business properly brought before the Annual Meeting or any adjournment thereof. |
These items of business are more fully described in the proxy statement accompanying this notice. The record date for the Annual Meeting is June 15, 2026 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.
This Notice of Annual Meeting and Proxy Statement are first being distributed or made available, as the case may be, on or about June 26, 2026. Whether or not you expect to attend the meeting, please vote over the telephone or on the internet, as instructed in these materials, or, if you receive a paper copy of the proxy card by mail, by returning your signed proxy card in the envelope provided as promptly as possible in order to ensure your representation at the meeting. Voting instructions are on your proxy card, voting instruction form and the Notice of Internet Availability of Proxy Materials and included in the accompanying proxy statement. Even if you have voted by proxy, you may still vote online if you attend the meeting via the internet.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on August 10, 2026.
The Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2025 are available atwww.proxyvote.com
By Order of the Board of Directors
/s/ Frank Bedu-Addo, Ph.D.
Chief Executive Officer
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.