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Share Name | Share Symbol | Market | Type |
---|---|---|---|
PDS Biotechnology Corporation | NASDAQ:PDSB | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.16 | 4.29% | 3.89 | 2.40 | 4.19 | 3.96 | 3.74 | 3.85 | 430,970 | 05:00:00 |
PDS BIOTECHNOLOGY CORPORATION
|
(Name of Registrant as Specified In Its Charter)
|
|
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
|
1.
|
To ratify the prior approval of the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Plan Ratification Proposal”), which was adopted at the Company’s 2021 annual meeting of stockholders (the “2021 Annual Meeting of Stockholders”);
|
2.
|
To conduct any other business properly brought before the Special Meeting.
|
By Order of the Board of Directors
|
| |
|
/s/ Frank Bedu-Addo, Ph.D.
|
| |
|
Frank Bedu-Addo, Ph.D.
|
| |
|
President and Chief Executive Officer
|
| |
|
•
|
This proxy statement for the Special Meeting; and
|
•
|
The proxy card for the Special Meeting.
|
•
|
Via Webcast: You may attend the Special Meeting via the Internet and vote during the Special Meeting. The Special Meeting can be accessed by visiting www.virtualshareholdermeeting.com/PDSB2022SM and entering your 16-digit control number which is included in the proxy card that will be mailed to you. Please have your proxy card in hand when you access the website and then follow the instructions.
|
•
|
By Mail: You may vote by proxy by filling out the proxy card you may have received and returning it promptly in the envelope provided. If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you direct.
|
•
|
By Telephone: To vote over the telephone, dial toll-free (800) 690-6903 using a touch-tone phone and follow the recorded instructions. Have your proxy available when you call. You will be asked to provide the company number and control number from the proxy card. Your telephone vote must be received by 11:59 p.m., Eastern Time on January 18, 2022 to be counted.
|
•
|
Via the Internet: To vote through the internet before the Special Meeting, go to www.proxyvote.com and follow the on-screen instructions. Please have your proxy card in hand when you access the website and then follow the instructions. Your internet vote must be received by 11:59 p.m., Eastern Time on January 18, 2022 to be counted.
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•
|
You may submit another properly completed proxy card with a later date.
|
•
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You may grant a subsequent proxy by telephone or through the internet.
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•
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You may send a timely written notice that you are revoking your proxy to our Secretary at PDS Biotechnology Corporation at 25B Vreeland Road, Suite 300, Florham Park, NJ 07932.
|
•
|
You may attend the Special Meeting via the Internet and vote online. Simply attending the Special Meeting will not, by itself, revoke your proxy.
|
•
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No Discounted Options or SARs. Stock options and SARs may not be granted with exercise prices lower than the fair market value of the underlying shares on the grant date.
|
•
|
No Repricing, Replacement or Buy Back without Stockholder Approval. PDS may not reprice, replace or buy back any Award, including an underwater stock option or SAR, without stockholder approval.
|
•
|
No Evergreen Provision. The 2014 Plan does not contain an “evergreen” feature that automatically increases the number of shares available for issuance pursuant to awards. Therefore, PDS must obtain stockholder approval each time it desires to authorize additional shares for awards.
|
•
|
No Liberal Share Recycling. Any shares tendered in payment of an exercise price or the tax liability with respect to an award, including shares withheld from any such award, will not be available for future awards under the 2014 Plan.
|
•
|
Non-Employee Director Limit. Under the 2014 Plan, the sum of any cash compensation and the grant date fair value of Awards (as determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) granted under the Plan to a non-employee director as compensation for services as a non-employee director during any calendar year may not exceed $500,000 for an annual grant, provided however, in a non-employee director’s first year of service, compensation for services may not exceed $1,000,000. The Compensation Committee may make exceptions to these limits for individual non-employee directors only in extraordinary circumstances.
|
•
|
Recoupment. Awards granted under the 2014 Plan (and all shares acquired thereunder) are subject to mandatory repayment and clawback pursuant to the terms of PDS’s corporate governance guidelines, and as may otherwise be required under any federal or state laws or the listing requirements of any applicable securities exchange.
|
•
|
No Transferability. No Award may be transferred, assigned, pledged or encumbered by a participant to any third party except pursuant to the laws of descent and distribution or as approved by the Compensation Committee for estate planning or charitable purposes.
|
•
|
No Automatic Grants. The 2014 Plan does not provide for “reload” or other automatic grants to participants.
|
•
|
No Tax Gross-Ups. The 2014 Plan does not provide for any tax gross-ups to participants.
|
Name of Individual or Group
|
| |
Number of
Options
Granted
|
Named Executive Officers:
|
| |
|
Frank Bedu-Addo, Ph.D.
|
| |
707,800
|
Gregory Conn, Ph.D.
|
| |
122,400
|
Lauren V. Wood
|
| |
210,500
|
Non-Employee Directors:
|
| |
|
Kamil Ali-Jackson, Esq.
|
| |
9,000
|
Otis Brawley, M.D.
|
| |
9,000
|
Gregory Freitag, J.D., CPA
|
| |
9,000
|
Stephen Glover
|
| |
9,000
|
Ilian Iliev, Ph.D.
|
| |
9,000
|
Sir Richard Sykes
|
| |
9,000
|
All Employees and Consultants (Excluding Executive Officers) as a Group
|
| |
129,930
|
Name and Position
|
| |
Dollar Value
|
| |
Number of
Shares(2)
|
Frank Bedu-Addo, Ph.D.
President, Chief Executive Officer And Director
|
| |
$1,719,954(1)
|
| |
707,800
|
Gregory L. Conn, Ph.D.
Chief Scientific Officer
|
| |
$297,432(1)
|
| |
122,400
|
Lauren V. Wood, M.D.
Chief Medical Officer
|
| |
$511,515(1)
|
| |
210,500
|
Matthew Hill
Chief Financial Officer And Principal Accounting Officer
|
| |
$0(1)
|
| |
0
|
All Current Executive Officers As A Group(4)
|
| |
$2,528,901(1)
|
| |
1,040,700
|
All Current Directors Who Are Not Executive Officers As A Group(5)
|
| |
$537,300(3)
|
| |
54,000
|
All Employees, Including All Current Officers Who Are Not Executive Officers, As A Group
|
| |
$315,730(1)
|
| |
129,930
|
(1)
|
The dollar value was calculated by multiplying the Number of Shares from the adjacent column by $2.43, which was the closing price per share of PDS common stock on December 8, 2020.
|
(2)
|
This column corresponds to the number of stock options subject to the Continent Grants and the number of stock options subject to the 2021 Director Grants.
|
(3)
|
The dollar value was calculated by multiplying the Number of Shares from the adjacent column by $9.95, which was the closing price per share of PDS common stock on June 17, 2021.
|
(4)
|
The amounts in this row are the aggregate of the Options.
|
(5)
|
The amounts in this row are the aggregate of the 2021 Director Grants, which consist of an annual grant equal to 9,000 stock options, which are intended to be granted to each non-employee director, subject to the director’s election or re-election at the Annual Meeting.
|
•
|
If the disposition of such shares occurs more than two years after the date of grant of the ISO and more than one year after the date of exercise, any gain or loss recognized upon such disposition will be long-term capital gain or loss and the company or a subsidiary, as applicable, will not be entitled to any income tax deduction with respect to such ISO.
|
•
|
If the disposition of such shares occurs within two years after the date of grant of the incentive stock option or within one year after the date of exercise, or a disqualifying disposition, the excess, if any, of the amount recognized over the option price will be treated as taxable income to the participant and, subject to Section 162(m) of the Code, the company or one of its subsidiaries will be entitled to a deduction equal to the amount of ordinary income recognized by the option holder. The amount of ordinary income recognized by the option holder in a disqualifying disposition (and the corresponding deduction to the company or a subsidiary, as applicable) is limited to the lesser of the gain on such sale and the difference between the fair market value of the shares on the date of exercise and the option price. Any gain recognized in excess of this amount will be treated as short-term or long-term capital gain (depending upon whether the shares have been held for more than one year).
|
•
|
If the option price exceeds the amount recognized upon such a disposition, the difference will be short-term or long-term capital loss (depending upon whether the shares have been held for more than one year).
|
|
| |
Year
|
| |
Salary
$
|
| |
Bonus
$
|
| |
Option
Awards(1)
$
|
| |
All Other
Compensation
$
|
| |
Total
$
|
Frank Bedu-Addo, Ph.D.
Chief Executive Officer(5)
|
| |
2020
|
| |
450,000
|
| |
225,000
|
| |
139,788
|
| |
—
|
| |
814,788
|
|
2019
|
| |
356,250
|
| |
395,000(2)
|
| |
1,832,510
|
| |
—
|
| |
2,583,758
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Gregory L. Conn, Ph.D.
Chief Scientific Officer(5)
|
| |
2020
|
| |
290,000
|
| |
87,375
|
| |
39,141
|
| |
7,417
|
| |
423,933
|
|
2019
|
| |
169,167
|
| |
—
|
| |
461,603
|
| |
38,184(4)
|
| |
668,954
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Lauren V. Wood, M.D.
Chief Medical Officer(5)
|
| |
2020
|
| |
320,000
|
| |
96,375
|
| |
39,143
|
| |
—
|
| |
455,518
|
|
2019
|
| |
253,333
|
| |
—
|
| |
309,361
|
| |
—
|
| |
562,694
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
Andrew Saik
Former Chief Financial Officer(3)
|
| |
2020
|
| |
84,199
|
| |
—
|
| |
—
|
| |
—
|
| |
84,199
|
|
2019
|
| |
370,000
|
| |
—
|
| |
309,363
|
| |
—
|
| |
679,363
|
(1)
|
Amounts shown in this column do not reflect actual compensation received by the named executive officers. The amounts reflect the grant date fair value of stock option awards and are calculated in accordance with the provisions of Financial Accounting Standards Board Accounting Standards Codification Topic 718-Stock Compensation, and assume no forfeiture rate derived in the calculation of the grant date fair value of these awards. Assumptions used in calculating the value of these awards are included in Note 11, “Stock Based Compensation” in the notes to the Company’s financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020. The executive will only realize compensation to the extent the trading price of the Company’s common stock is greater than the exercise price of such stock options at the time such options are exercised. On December 8, 2020 Frank Bedu-Addo, Gregory Conn and Lauren Wood were awarded contingent options of 707,800, 122,400 and 210,500 respectively.
|
(2)
|
Represents a signing bonus paid to Dr. Bedu-Addo.
|
(3)
|
Mr. Saik resigned from the Company on March 20, 2020. Thereafter, on March 23, 2020 our board of directors appointed Janetta Trochimiuk, the Company’s current Controller, as interim Principal Accounting Officer and Frank Bedu-Addo, Ph.D., the Company’s President and Chief Executive Officer, as interim Principal Financial Officer. On June 23, 2020, our board of directors appointed Michael King as interim Chief Financial Officer and Mr. King replaced Janetta Trochimiuk as interim Principal Accounting Officer and Frank Bedu-Addo, Ph.D., as interim Principal Financial Officer. On January 1, 2021, Dr. Van Voorhees assumed the responsibilities performed by Michael King. Dr. Van Voorhees was terminated without cause on September 30, 2021. Matthew Hill is currently the Company’s Chief Financial Officer, Principal Financial Officer and Principal Accounting Officer.
|
(4)
|
Includes amounts paid to Dr. Conn as a consultant prior to commencing employment on June 1, 2019. Reflects matching contributions to the Company's 401(k) plan.
|
(5)
|
Dr. Bedu-Addo and Dr. Wood joined the Company on March 15, 2019, in connection with the Merger. Dr. Conn served as a consultant to the Company beginning on March 15, 2019 through June 1, 2019 at which point Dr. Conn became an employee of the Company.
|
•
|
key R&D achievements
|
•
|
initiation and progress of clinical trials for our product candidates;
|
•
|
achievement of regulatory milestones;
|
•
|
new business initiatives including financings;
|
•
|
our progress in building out key functions and managing our growth while maintaining a high-performing organization and culture: and
|
•
|
increasing shareholder value.
|
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
|
| |
Option
Exercise
Price
|
| |
Grant
Date
|
| |
Expiration
Date
|
Frank Bedu-Addo, Ph.D.
|
| |
37,504
|
| |
62,496
|
| |
$5.99
|
| |
6/28/2019
|
| |
6/29/2029
|
|
53,174
|
| |
|
| |
$6.57
|
| |
7/27/2011
|
| |
7/27/2021
|
||
|
219,535
|
| |
|
| |
$6.57
|
| |
12/3/2012
|
| |
12/3/2022
|
||
|
53,173
|
| |
|
| |
$9.04
|
| |
3/14/2019
|
| |
3/14/2029
|
||
|
179,486
|
| |
|
| |
$9.04
|
| |
3/14/2019
|
| |
3/14/2029
|
||
|
|
| |
125,000
|
| |
$1.45
|
| |
6/23/2020
|
| |
6/23/2030
|
||
|
|
| |
707,800
|
| |
$2.43
|
| |
12/8/2020
|
| |
12/8/2030
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Gregory Conn, Ph.D.
|
| |
17,764
|
| |
|
| |
$6.87
|
| |
1/31/2016
|
| |
1/31/2026
|
|
14,450
|
| |
|
| |
$15.33
|
| |
7/6/2018
|
| |
7/6/2028
|
||
|
44,871
|
| |
|
| |
$9.04
|
| |
3/14/2019
|
| |
3/14/2029
|
||
|
14,998
|
| |
25,002
|
| |
$6.39
|
| |
6/6/2019
|
| |
6/6/2029
|
||
|
35,000
|
| |
35,000
|
| |
$1.45
|
| |
6/23/2020
|
| |
6/23/2030
|
||
|
|
| |
122,400
|
| |
$2.43
|
| |
12/8/2020
|
| |
12/8/2030
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
Lauren V. Wood, M.D.
|
| |
23,514
|
| |
39,201
|
| |
$6.39
|
| |
6/6/2019
|
| |
6/6/2029
|
|
|
| |
35,000
|
| |
$1.45
|
| |
6/23/2020
|
| |
6/23/2030
|
||
|
|
| |
210,500
|
| |
$2.43
|
| |
12/8/2020
|
| |
12/8/2030
|
||
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
| |
Number of
Securities
Underlying
Unexercised
Options
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
Unexercisable(1)
|
| |
Option
Exercise
Price
|
| |
Grant
Date
|
| |
Expiration
Date
|
Andrew Saik(2)
|
| |
|
| |
2,500
|
| |
$299.60
|
| |
3/1/2018
|
| |
3/1/2028
|
|
|
| |
62,715
|
| |
$6.39
|
| |
6/6/2019
|
| |
6/6/2029
|
||
|
|
| |
10,000
|
| |
$214.60
|
| |
11/1/2017
|
| |
11/1/2027
|
||
|
|
| |
8,300
|
| |
$22.00
|
| |
6/19/2018
|
| |
6/19/2022
|
(1)
|
Except as otherwise noted, options vest with respect to one-fourth of the underlying shares on the first anniversary of the grant date and in equal installments of 1⁄36 of the underlying shares on each monthly anniversary of the grant date thereafter for the subsequent 36 months. On December 8, 2020 Frank Bedu-Addo, Gregory Conn and Lauren Wood were awarded options at an exercise price of $2.43 in the amounts of 707,800, 122,400 and 210,500, respectively, under the 2014 Plan subject to stockholder approval of our Second Amended and Restated 2014 Equity Incentive Plan under Nasdaq Marketplace Rule 5635(c). These options will not be exercisable until stockholder approval has been obtained. See Proposal 3 for further discussion regarding this plan. All options described above vest as to 25% of the total shares underlying the option on the first anniversary of the grant date and in equal monthly installments over the ensuing 36 months, subject to the executive’s continued service with us through the applicable vesting date.
|
(2)
|
Mr. Saik resigned from the Company on March 20, 2020, and all of his outstanding options expired as of December 31, 2020.
|
Committee
|
| |
Annual
Retainer
|
Audit Committee Chairperson
|
| |
$18,500
|
Audit Committee Member
|
| |
$8,000
|
Compensation Committee Chairperson
|
| |
$15,000
|
Compensation Committee Member
|
| |
$7,500
|
Nominating and Corporate Governance Committee Chairperson
|
| |
$8,000
|
Nominating and Corporate Governance Committee Member
|
| |
$4,000
|
Name
|
| |
Fees
Earned
Or Paid
in Cash
$
|
| |
Option
Awards $(1)
|
| |
Total
$
|
Gregory Freitag, J.D., CPA(2)
|
| |
60,856
|
| |
10,044(2)
|
| |
70,900
|
De Lyle W. Bloomquist(3)
|
| |
41,912
|
| |
10,044(3)
|
| |
51,956
|
Sir Richard Sykes(4)
|
| |
51,500
|
| |
10,044(4)
|
| |
61,544
|
Stephen Glover(5)
|
| |
93,000
|
| |
10,044(5)
|
| |
103,044
|
Kamil Ali-Jackson, Esq.(6)
|
| |
54,603
|
| |
12,290(6)
|
| |
66,893
|
Ilian Iliev, Ph.D.(7)
|
| |
38,462
|
| |
4,570(7)
|
| |
43,032
|
Otis Brawley, M.D.(8)
|
| |
6,413
|
| |
18,774(8)
|
| |
25,187
|
(1)
|
The amounts shown in this column do not reflect actual compensation received by our directors. The amounts reflect the grant date fair value of option awards and are calculated in accordance with the provisions of FASB Accounting Standards Codification Topic 718 Compensation - Stock Compensation (“ASC Topic 718”), and assume no forfeiture rate derived in the calculation of the grant date fair value of these awards. Assumptions used in calculating the value of these awards are included in Note 11, “Stock-based Compensation” in the notes to the Company’s financial statements included in our most recent Annual Report on Form 10-K. The director will only realize compensation to the extent the trading price of PDS’s common stock is greater than the exercise price of such stock options at the time such options are exercised.
|
(2)
|
Mr. Freitag was appointed as a director of our Board on March 15, 2019 in connection with the Merger. Mr. Freitag held an aggregate of 46,867 option awards as of December 31, 2020.
|
(3)
|
Mr. Bloomquist was appointed as a director of our Board on March 15, 2019 in connection with the Merger. Mr. Bloomquist held an aggregate of 29,218 option awards as of December 31, 2020. On January 26, 2021, Mr. Bloomquist did not stand for re-election at the 2021 Annual Meeting of Stockholders and is no longer a director.
|
(4)
|
Sir Richard Sykes was appointed as director of our Board on March 15, 2019 in connection with the Merger. Sir Richard Sykes held an aggregate of 44,474 option awards as of December 31, 2020.
|
(5)
|
Mr. Glover was appointed to our Board on April 2, 2019. Mr. Glover held an aggregate of 18,000 option awards as of December 31, 2020.
|
(6)
|
Ms. Ali-Jackson was appointed to our Board on February 21, 2020. Ms. Ali-Jackson held an aggregate of 12,033 option awards as of December 31, 2020.
|
(7)
|
Dr. Iliev was appointed to our Board on April 8, 2020. Dr. Iliev held an aggregate of 6,374 option awards as of December 31, 2020.
|
(8)
|
Dr. Brawley was appointed to our Board on November 3, 2020. Dr. Brawley held an aggregate of 9,000 option awards as of December 31, 2020.
|
|
| |
Beneficial
Ownership
|
|||
Name of Beneficial Owner
|
| |
Shares
|
| |
%(1)
|
Greater than 5% Stockholders:
|
| |
|
| |
|
—
|
| |
—
|
| |
—
|
PDS Named Executive Officers and Directors:
|
| |
|
| |
|
Frank Bedu-Addo, Ph.D.(2)
|
| |
1,198,719
|
| |
4.2%
|
Sir Richard Sykes(3)
|
| |
480,492
|
| |
1.7%
|
De Lyle W. Bloomquist(4)
|
| |
814,868
|
| |
2.9%
|
Gregory Freitag(5)
|
| |
83,930
|
| |
*
|
Stephen Glover(6)
|
| |
72,700
|
| |
*
|
Kamil Ali-Jackson, Esq.(7)
|
| |
15,734
|
| |
*
|
Ilian Iliev, Ph.D.(8)
|
| |
2,103
|
| |
*
|
Otis Brawley, M.D. (9)
|
| |
3,000
|
| |
*
|
Gregory L. Conn(10)
|
| |
228,457
|
| |
*
|
Lauren V. Wood(11)
|
| |
49,541
|
| |
*
|
Matthew Hill (12)
|
| |
—
|
| |
*
|
Seth L. Van Voorhees, Ph.D.(13)
|
| |
17,647
|
| |
*
|
Andrew Saik(14)
|
| |
125,548
|
| |
*
|
All current executive officers and directors as a group (11 persons)
|
| |
2,949,544
|
| |
10.4 %
|
*
|
Less than 1%
|
(1)
|
Percentage ownership is based on 28,437,940 shares of common stock outstanding as of the Record Date, together with securities exercisable or convertible into shares of common stock within 60 days after the Record Date, for each shareholder. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
|
(2)
|
Includes 646,515 shares of common stock and 552,204 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(3)
|
Includes 445,108 shares of common stock and 35,384 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(4)
|
Includes 498,631 shares of common stock held by Asklepios Capital 193,888 held by Mr. Bloomquist individually and 0 shares subject to outstanding options exercisable within 60 days of the Record Date and 15,957 shares subject to outstanding warrants exercisable within 60 days of the Record Date. Mr. Bloomquist is a partner of Asklepios Capital LLC. The business address of Asklepios Capital LLC is 10244 E. Windrunner Dr., Scottsdale, Arizona 85255. As disclosed above, on January 26, 2021, Mr. Bloomquist elected not stand for re-election at the 2021 Annual Meeting of Stockholders and is no longer a director.
|
(5)
|
Includes 46,153 shares of common stock and 37,777 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(6)
|
Includes 63,790 shares of common stock and 8,910 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(7)
|
Includes 11,764 shares of common stock and 3,970 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(8)
|
Includes 2,103 shares subject to outstanding options exercisable within 60 days of the Record Date. On April 8, 2020, the Company’s board, based upon the recommendation of the Nominating and Corporate Governance Committee of the board, appointed Ilian Iliev, Ph.D., as a director and new member of the Board. Dr. Iliev was presented to the Company’s board as a designee for approval by NetScientific plc or NetScientific, pursuant to the board designee rights granted to NetScientific in connection with the Company’s February 2020 public offering, as previously disclosed. Dr. Iliev is a non-executive director of NetScientific. Dr. Iliev is not deemed to be the beneficial owner of any of the shares of our common stock or warrants held by NetScientific.
|
(9)
|
Includes 3,000 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(10)
|
Includes 115,545 shares of common stock and 112,912 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(11)
|
Includes 49,541 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
(12)
|
Mr. Hill is the current Chief Financial Officer of the Company, effective as of October 18, 2021.
|
(13)
|
Includes 17,647 shares of common stock. Dr. Van Voorhees’ employment with the Company was terminated without cause on September 30, 2021.
|
(14)
|
Mr. Saik is the former Chief Financial Officer and a former director of the Company. Mr. Saik resigned as the Chief Financial Officer and as a director of the Company on March 20, 2020. Mr. Saik’s beneficial ownership includes 125,548 shares of common stock and 0 shares subject to outstanding options exercisable within 60 days of the Record Date.
|
|
| |
(A)
|
| |
(B)
|
| |
(C)
|
Plan category
|
| |
Number of
securities to
be
issued upon
exercise of
outstanding
options,
warrants
and rights
|
| |
Weighted-
average
exercise price
of outstanding
options,
warrants
and rights
|
| |
Number of
Securities
Remaining
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected
in column
(A))
|
Equity compensation plans approved by security holders(1)
|
| |
1,530,420
|
| |
$12.21
|
| |
311,755
|
Equity compensation plans not approved by security holders
|
| |
120,477
|
| |
$7.53
|
| |
442,173
|
Total
|
| |
1,650,897(1)
|
| |
$11.87
|
| |
753,928
|
(1)
|
Includes 1,170,630 stock options subject to the continent option grants to executive officers and employees on December 8, 2020. See Proposal 1 of this proxy statement for further discussion on the contingent grants.
|
PDS BIOTECHNOLOGY CORPORATION
|
| |
|
|||
|
| |
|
| |
|
By:
|
| |
/s/ Frank Bedu-Addo
|
| |
|
Name:
|
| |
Frank Bedu-Addo
|
| |
|
Title:
|
| |
President and Chief Executive Officer
|
| |
|
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