As filed with the Securities and Exchange Commission on March 28, 2024

Registration No. 333-_________

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PDS Biotechnology Corporation

(Exact name of registrant as specified in its charter)

PDS Biotechnology Corporation 2019 Inducement Plan, as amended

(Full title of the plans)

Frank Bedu-Addo, Ph.D.

President and Chief Executive Officer

PDS Biotechnology Corporation

303A College Road East

Princeton, NJ 08540

(800) 208-3343

(Name, address and telephone number, including area code, of agent for service)

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

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Part II

Information Required In The Registration Statement

This Registration Statement relates to the registration of an additional 1,000,000 shares (the “Shares”) of the Registrant’s Common Stock. The Shares are securities of the same class and relate to the same employee benefit plan, the PDS Biotechnology Corporation 2019 Inducement Plan, which was amended effective as of January 22, 2024 (in the form attached hereto as Exhibit 99.1) (the “Inducement Plan”), as those registered pursuant to the Registrant’s registration statements on Form S-8, previously filed with the Securities and Exchange Commission on November 14, 2019 (Registration No. 333-234693), November 15, 2021 (Registration No. 333-261072), and August 24, 2022 (Registration No. 333-267042).

In accordance with General Instruction E of Form S-8, the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on November 14, 2019 (Registration No. 333-234693), November 15, 2021 (Registration No. 333-261072), and August 24, 2022 (Registration No. 333-267042) are incorporated herein by reference (solely to the extent the contents of such registration statement relate to the Inducement Plan) and the information required by Part II is omitted, except as supplemented by the information set forth below.

Item 8.

Exhibits.

 

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement with respect to the PDS Biotechnology Corporation 2019 Inducement Plan, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Princeton, State of New Jersey, on March 28, 2024.

POWER OF ATTORNEY

The officers and directors of PDS Biotechnology Corporation whose signatures appear below hereby constitute and appoint Frank Bedu-Addo and Lars Boesgaard, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned this Registration Statement on Form S-8 with respect to the PDS Biotechnology Corporation 2019 Inducement Plan, as amended, and any amendment or amendments thereto, and each of the undersigned does hereby ratify and confirm all that each attorney and agent, or his or her substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.