PDS Biotechnology 四名董事同日辞任、三名医药行业高管补任，董事会改组无控制权或经营变化

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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 18, 2026
PDS BIOTECHNOLOGY CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware
001-37568
26-4231384
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
303A College Road East
,
Princeton
,
NJ
08540
(Address of Principal Executive Offices, and Zip Code)
(
800
)
208-3343
Registrant’s Telephone Number, Including Area Code
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (
see
General Instruction A.2. below):
☐
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which
registered
Common Stock, par value $0.00033 per share
PDSB
The Nasdaq Capital Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging growth company
☐
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 13(a) of the Exchange Act.
☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Departure of Directors
On October 18, 2026, each of Kamil Ali-Jackson, Esq., Stephen Glover, Gregory Freitag, J.D., CPA, and Otis Brawley, M.D. notified the
Board of Directors (the “Board”) of PDS Biotechnology Corporation (the “Company”) of his or her resignation as a member of the Board, and of each committee of the Board on which he or she served, effective immediately. None of the resignations was
the result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.
Election of Directors
Following the resignations, on October 18, 2026, the Board appointed Deborah A. Ramsdell, John A. Dawson CBE and Bruce Wendel (each, a
“
New Director
”) as directors of the Company, effective immediately, to fill three of the four vacancies created by the resignations described above. Ms. Ramsdell was
appointed as a Class A director to serve until the 2027 Annual Meeting of Stockholders and until her successor is duly elected and qualified. Mr. Dawson was appointed as a Class B director to serve until the 2029 Annual Meeting of Stockholders and
until his successor is duly elected and qualified. Mr. Wendel was appointed as a Class C director to serve until the 2028 Annual Meeting of Stockholders and until his successor is duly elected and qualified. In connection with the appointments, the
Board fixed the authorized number of directors constituting the entire Board at seven (7) directors.
Deborah A. Ramsdell has more than 35 years of experience in leadership roles at early- and clinical-stage biotechnology companies,
with a focus on rare disease drug development. Since August 2026, Ms. Ramsdell has served as Chief Executive Officer of Pluvia Biotech, a privately held clinical-stage company developing a therapy for phenylketonuria. Since 1996, she has been the
owner of CMS International, Inc., a healthcare consulting firm. From February 2021 to July 2024, she served as co-founder and Chief Executive Officer of Phoenicis Therapeutics, a privately held clinical-stage biotechnology company, and from January
2013 to May 2020, she served as President and Chief Executive Officer of Valerion Therapeutics, a privately held biotechnology company. Ms. Ramsdell has not served as a director of any public company during the past five years. Ms. Ramsdell holds a
B.S. in Biology and an M.Ed. in Special Education from Boston College.
John A. Dawson CBE, age 67, has served as Executive Chair of Virocell Therapeutics, a privately held cell and gene therapy company,
since March 2023. Since January 2023, he has served as a non-executive director and chair of the audit and risk committee of Norgine, a privately held specialty pharmaceutical company. Since June 2022, he has served as a non-executive director of
Chinese Specialty Pharma Ltd. a privately held specialty pharmaceutical company. From February 2022 to January 2024, Mr. Dawson served as a non-executive director, senior independent director and chair of the audit and remuneration committees of
Ergomed plc. From August 2008 to January 2022, he served as Chief Executive Officer of Oxford Biomedica plc, a cell and gene therapy company, and remained a member of its board of directors until May 2022. Other than as described above, Mr. Dawson
has not served as a director of any public company during the past five years. Mr. Dawson holds a B.Sc. (Hons) in Mathematics from the University of Swansea and is a member of the Institute of Chartered Accountants in England and Wales.
Bruce Wendel, age 72, served as Chief Business Development Officer for ProMetic Biosciences Ltd., a pharmaceutical development
company, from April 2018 to May 2019. He also served as Chief Strategic Officer of Hepalink USA, the U.S. subsidiary of Shenzhen Hepalink Pharmaceutical Company, from July 2012 to July 2018 and as Chief Executive Officer of Scientific Protein
Laboratories, LLC from December 2014 to June 2015. Prior to this, having served in roles of increasing responsibility at Abraxis BioScience, LLC, he was appointed Vice Chairman and Chief Executive Officer, overseeing the commercialization of
Abraxane® and leading the negotiations that culminated in the acquisition of the company by Celgene Corporation in 2010. He began his 14 years at Bristol-Myers Squibb Company (NYSE:BMY) in 1988 as in-house counsel before shifting to global business
and corporate development where he served in roles of increasing responsibility. Subsequently, he was Vice President of Business Development at IVAX Corporation, and at American Pharmaceutical Partners, Inc. From November 2020 to May 2025, he served
on the board of directors of GT BioPharma, Inc. (Nasdaq:GTBP), and from June 2016 through May 2021, he served on the board of directors of Verastem, Inc. (Nasdaq:VSTM). He also served as a director of ProMetic Biosciences Ltd. He earned a juris
doctor degree from Georgetown University Law School, and a B.S. from Cornell University.
In connection with the foregoing changes to the composition of the Board, the Board reviewed the independence of each member of the
Board and affirmatively determined that each non-management member of the Board, including each New Director, qualifies as an independent director under the applicable Nasdaq listing standards.
There is no arrangement or understanding between any New Director and any other person pursuant to which he or she was selected as a
director. There is no family relationship between any New Director and any director or executive officer of the Company. Since the beginning of the Company’s last fiscal year, there has been no transaction, and there is no currently proposed
transaction, in which the Company was or is to be a participant and in which any New Director had or will have a direct or indirect material interest that is required to be disclosed under Item 404(a) of Regulation S-K.
On October 18, 2026, in connection with his or her appointment, each New Director received, under the Company’s Third Amended and
Restated 2014 Equity Incentive Plan and pursuant to the Company's Non-Employee Director Compensation Policy, the terms of which are described under “Director Compensation” in the Company's definitive proxy statement filed with the Securities and
Exchange Commission on June 26, 2026, a nonqualified stock option to purchase 22,700 shares of the Company's common stock at an exercise price equal to the closing sale price of the common stock as reported on The Nasdaq Capital Market on October 16,
2026. The option vests in three annual installments of 7,566, 7,567 and 7,567 shares, respectively, on each of the first three anniversaries of the date of grant
, subject to the New Director’s continued service as a
director of the Company through each such vesting date.
In connection with their appointments, the Company entered into its standard form of indemnification agreement with each New Director.
The form of indemnification agreement has previously been filed with the Securities and Exchange Commission.
Committee Assignments
In connection with the appointments of the New Directors, effective October 18, 2026, the Board also reconstituted the membership of
its committees as follows:
Committee
Members
Audit Committee
James Banaag (Chair)
John Dawson CBE
Bruce Wendel
Compensation Committee
Dr. Patrick Soon-Shiong (Chair)
James Banaag
John Dawson CBE
Nominating and Corporate Governance Committee
Bruce Wendel (Chair)
Ilian Iliev, Ph.D.
Deborah Ramsdell
The Board has determined that each director appointed to the Audit Committee meets the independence requirements of Rule 10A-3 under
the Securities Exchange Act of 1934, as amended, and Nasdaq Listing Rule 5605(c)(2)(A), and has designated James Banaag as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K.
Item 8.01 Other Events.
On October 20, 2026, the Company issued a press release announcing the resignations of Kamil Ali-Jackson, Esq., Stephen Glover, Gregory Freitag, J.D.,
CPA and Otis Brawley, M.D. as directors of the Company and the appointments of Deborah A. Ramsdell, John A. Dawson and Bruce Wendel as directors of the Company. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number
Description
99.1
Press release dated October 20, 2026.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
PDS BIOTECHNOLOGY CORPORATION
Date: October 20, 2026
By:
/s/
Frank Bedu-Addo, Ph.D.
Name:
Frank Bedu-Addo, Ph.D.
Title:
President and Chief Executive Officer

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EX-99.1
2
ef20084000_ex99-1.htm
EXHIBIT 99.1
Exhibit 99.1
PDS Biotechnology Appoints Three Accomplished Pharma Industry Executives to Board of Directors
John Dawson CBE, Deborah Ramsdell and Bruce Wendel bring
corporate development, commercialization, and regulatory experience to the Company as it advances
PDS0301 toward Phase 3 trial
in
Metastatic Colorectal Cancer (mCRC) and PDS0101 toward potential partnerships
PRINCETON, N.J., October 20, 2026 -- PDS Biotechnology Corporation (Nasdaq: PDSB) (“PDS Biotech” or the “Company”), a late-stage immunotherapy company
focused on transforming how the immune system targets and kills cancers, today announced the appointments of John Dawson CBE, Deborah Ramsdell, and Bruce Wendel to the Company’s
Board of Directors (the “Board”), effective as of October 18, 2026
. The appointments follow the resignations of
Stephen Glover,
Kamil
Ali-Jackson, Esq., Gregory Freitag, J.D., CPA, and Otis Brawley, M.D., effective October 18, 2026.
“On behalf of the Board, I am delighted to welcome three such accomplished pharma industry executives to PDS Biotech,” said Frank Bedu-Addo, PhD, President
and Chief Executive Officer of PDS Biotech.” John, Deborah and Bruce have had extraordinarily distinguished careers, and bring deep experience in drug development, commercialization, regulatory affairs and partnership negotiations to our Board. We
expect their perspectives to support the Company as we advance PDS0301 toward a Phase 3 trial in metastatic colorectal cancer and pursue our partnership strategy for PDS0101.”
Dr. Bedu-Addo added, “I also extend the Board’s thanks to Stephen, Kamil, Greg and Otis for their contributions to PDS Biotech in shaping the Company’s
clinical development strategy. In particular, Otis’ distinguished oncology experience played an important role in shaping the Company’s clinical development strategy. We are grateful for their guidance and many contributions.”
The reconstituted Audit Committee comprises Mr. James Banaag (Chair), Mr. John Dawson and Mr. Bruce Wendel.  The Compensation Committee comprises Dr.
Patrick Soon-Shiong (Chair), Mr. James Banaag and Mr. John Dawson.  The Nominating and Governance committee consists of Mr. Bruce Wendel (Chair), Ms. Deborah Ramsdell and Dr. Ilian Iliev.
About the New Directors
Mr. John A. Dawson
CBE
has served as Executive Chair of Virocell Therapeutics, a privately held cell and gene therapy company, since March 2023. Since January 2023, he has served as a
non-executive director and chair of the audit and risk committee of Norgine, a privately held specialty pharmaceutical company, and since June 2022, he has served as a non-executive director of Chinese Specialty Pharma Ltd., a privately held
specialty pharmaceutical company. From February 2022 to January 2024, Mr. Dawson served as a non-executive director, senior independent director and chair of the audit and remuneration committees of Ergomed plc. From August 2008 to January 2022, he
served as Chief Executive Officer of Oxford Biomedica plc and remained a member of its board of directors until May 2022. During his tenure as CEO, he rejuvenated the company’s drug development and LentiVector platform, and elevated the company to a
leading position in the world of cell and gene therapy. He secured deals with companies with Sanofi, Novartis, Orchard Therapeutics, Boehringer Ingelheim and Axovant with total value in excess of $1.75bn.  From 1997 to 2007 Mr. Dawson was head of
Europe for Cephalon.  During his tenure at Cephalon he played multiple roles within the organization including CEO Pharmaceutical Operations Europe, Country Manager UK & Senior European Financial Director and European Financial Director. At
Cephalon Mr. Dawson led several deals during which the market capitalization of the company grew from $150m to $1b.  Mr. Dawson holds a B.Sc. (Hons) in Mathematics from the University of Swansea and is a member of the Institute of Chartered
Accountants in England and Wales.
Ms. Deborah A. Ramsdell
, a regulatory expert, brings
more than 35 years of experience in leadership roles at early- and clinical-stage biotechnology companies, with broad regulatory expertise in drug development, including rare disease drug development. Over the course of her career, she has been
responsible for the strategic design, leadership and operational oversight of multiple drug candidates in the fields of oncology, rare metabolic diseases, dermatology, pain, infectious diseases, transplantation, cardiology, renal diseases, and
endocrinology.  Between 2010 and 2018 she served as Executive Team/Board of Director member for four biotechnology companies that were sold to pharmaceutical/biotech companies for $350M - $1.1B.  Since August 2026, Ms. Ramsdell has served as Chief
Executive Officer of Pluvia Biotech, a privately held clinical-stage company developing a therapy for phenylketonuria. Since 1996, she has been the owner of CMS International, Inc., a healthcare consulting firm. From February 2021 to July 2024, she
served as co-founder and Chief Executive Officer of Phoenicis Therapeutics, a privately held clinical-stage biotechnology company, and from January 2013 to May 2020, she served as President and Chief Executive Officer of Valerion Therapeutics, a
privately held biotechnology company.  Ms. Ramsdell holds a B.S. in Biology and M.Ed. in Special Education from Boston College.
Mr. Bruce Wendel
has had several leading roles at
top tier pharmaceutical and biotech companies.  As EVP of Corporate Development at Bristol-Myers Squibb Company he led negotiations of M&A transactions, licensing and co-promotion deals and divestitures globally.  From April 2018 to May 2019, he
served as Chief Business Development Officer for ProMetic Biosciences Ltd., a pharmaceutical development company, and he also served as a director of ProMetic Biosciences Ltd. He also served as Chief Strategic Officer of Hepalink USA, the
U.S. subsidiary of Shenzhen Hepalink Pharmaceutical Company, from July 2012 to July 2018 and as Chief Executive Officer of Scientific Protein Laboratories, LLC from December 2014 to June 2015. Prior to this, having served in roles of increasing
responsibility at Abraxis BioScience, LLC, he was appointed Vice Chairman and Chief Executive Officer, overseeing the commercialization of Abraxane® and leading the negotiations that culminated in the acquisition of the company by Celgene Corporation
in 2010. He was also Vice President of Business Development at IVAX Corporation, and at American Pharmaceutical Partners, Inc. From November 2020 to May 2025, he served on the board of directors of GT BioPharma, Inc., and from June 2016 through
May 2021, he served on the board of directors of Verastem, Inc. He currently serves on the board of ImmunityBio. He earned a juris doctor degree from Georgetown University Law School, and a B.S. from Cornell University.
Forward Looking Statements
This communication contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934,
as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning PDS Biotechnology Corporation (the “Company”) and other matters. These statements may discuss goals, intentions and expectations as to future plans,
trends, events, results of operations or financial condition, or otherwise, based on current beliefs of the Company’s management, as well as assumptions made by, and information currently available to, management. Forward-looking statements generally
include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “may,” “will,” “should,” “would,” “expect,” “anticipate,” “plan,” “likely,” “believe,” “estimate,” “project,”
“intend,” “forecast,” “guidance”, “outlook” and other similar expressions among others. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance.
Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: the Company’s ability to protect its intellectual property rights; the Company’s anticipated
capital requirements, including the Company’s anticipated cash runway and the Company’s current expectations regarding its plans for future equity financings; the Company’s dependence on additional financing to fund its operations and complete the
development and commercialization of its product candidates, and the risks that raising such additional capital may restrict the Company’s operations or require the Company to relinquish rights to the Company’s technologies or product candidates; the
Company’s limited operating history in the Company’s current line of business, which makes it difficult to evaluate the Company’s prospects, the Company’s business plan or the likelihood of the Company’s successful implementation of such business
plan; the timing for the Company or its partners to conduct clinical trials for PDS0301, PDS0101 (Versamune® HPV), PDS0103 (Versamune® MUC1) and other Versamune® based product candidates; the future success of such trials; the successful
implementation of the Company’s research and development programs and collaborations, including any collaboration studies concerning PDS0301, PDS0101 (Versamune® HPV), PDS0103 (Versamune® MUC1) and other Versamune® based product candidates and the
Company’s interpretation of the results and findings of such programs and collaborations and whether such results are sufficient to support the future success of the Company’s product candidates; the success, timing and cost of the Company’s or its
partners’ ongoing clinical trials and anticipated clinical trials for the Company’s current product candidates, including statements regarding response rates, the timing of initiation, pace of enrollment and completion of the trials (including the
Company’s ability to fully fund its disclosed clinical trials, which assumes no material changes to the Company’s currently projected expenses), futility analyses, presentations at conferences and data reported in an abstract, and receipt of interim
or preliminary results (including, without limitation, any preclinical results or data), which are not necessarily indicative of the final results of the Company’s ongoing clinical trials; any Company statements about its understanding of product
candidates mechanisms of action and interpretation of preclinical and early clinical results from its clinical development programs and any collaboration studies; the Company’s ability to continue as a going concern; compliance with the rules and
regulations of Nasdaq; and other factors, including legislative, regulatory, political and economic developments not within the Company’s control. The foregoing review of important factors that could cause actual events to differ from expectations
should not be construed as exhaustive and should be read in conjunction with statements that are included herein and elsewhere, including the other risks, uncertainties, and other factors described under “Risk Factors,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and elsewhere in the documents we file with the U.S. Securities and Exchange Commission. The forward-looking statements are made only as of the date of this press release and, except as
required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.
Investor Contact:
Mike Moyer
LifeSci Advisors
Phone +1 (617) 308-4306
Email:
mmoyer@lifesciadvisors.com
Media Contact:
Jude Gorman / Kiki Torpey
Collected Strategies
PDS-CS@collectedstrategies.com