Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.



(e)

PDS Biotechnology Corporation (the "Company") held a special meeting of stockholders on January 19, 2022 (the "Special Meeting").

As previously disclosed, on December 8, 2020, the Board of Directors of the Company (the "Board") approved the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Inventive Plan (the "2014 Plan"), subject to stockholder approval at the Company's 2021 annual meeting of stockholders (the "2021 Annual Meeting of Stockholders"). The 2014 Plan was previously submitted for consideration by the Company's stockholders at the 2021 Annual Meeting of Stockholders. At the 2021 Annual Meeting of Stockholders, the Company determined that the proposal to approve the 2014 Plan received the requisite number of votes for approval. As part of this determination, broker non-votes were treated as having no effect on the outcome of this proposal. Following the 2021 Annual Meeting of Stockholders, a complaint (the "Complaint") was filed in the Court of Chancery of the State of Delaware (C.A. No. 2021-0644 JRS) against the Company, certain executive officers of the Company, and the members of the Board, in which it was alleged that, under the voting standard contained in the Company's bylaws in effect at the time of the 2021 Annual Meeting of Stockholders, broker non-votes should have been treated as a vote "AGAINST" the proposal. If the broker non-votes were treated as a vote "AGAINST," the proposal would not have been approved at the 2021 Annual Meeting of Stockholders.

Although the Company does not believe that the interpretation reflected in the Complaint regarding the bylaws of the Company that were in effect as of the time of the 2021 Annual Meeting of Stockholders was correct, in an effort to resolve any ambiguity regarding the approval of the 2014 Plan at the 2021 Annual Meeting of Stockholders raised by the Complaint, the Company asked its stockholders, at the Special Meeting, to ratify the prior approval of the 2014 Plan, which was adopted at the 2021 Annual Meeting of Stockholders.

At the Special Meeting, the stockholders of the Company voted in favor of the ratification of the prior approval of the 2014 Plan, which was adopted at the 2021 Annual Meeting of Stockholders. A copy of the 2014 Plan is filed as Exhibit 10.1 hereto and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Special Meeting, the following proposal was submitted to the stockholders of the Company: a proposal to ratify the prior approval of the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan, which was adopted at the Company's 2021 annual meeting of stockholders.

For more information about the foregoing proposal, see the Company's definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on December 16, 2021. Of the 28,437,940 shares of the Company's common stock entitled to vote at the Special Meeting, 15,698,729 shares, or approximately 55.20%, were represented at the Special Meeting in person or by proxy, constituting a quorum.

The number of votes cast for, against or withheld, as well as abstentions in respect of the proposal is set forth below.

Proposal 1: Ratification of the prior approval of the Second Amended and Restated

PDS Biotechnology Corporation 2014 Equity Incentive Plan, which was
            adopted at the Company's 2021 annual meeting of stockholders.

The Company's stockholders ratified the prior approval of the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan, which was adopted at the Company's 2021 annual meeting of stockholders. The votes regarding this proposal were as follows:

Votes For Votes Against Votes Abstaining Broker Non-Votes 14,471,905 1,046,389 180,435

               0

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
 Number                                 Description
  10.1   Second Amended and Restated PDS Biotechnology Corporation 2014 Equity
         Incentive Plan (filed as Exhibit 10.3 to the Company's Current Report on
         Form 8-K on December 9, 2020, and incorporated by reference herein).
  104    Cover Page Interactive Data File - the cover page interactive date file
         does not appear in the Interactive Date File because its XBRL tags are
         embedded within the Inline XBRL document.

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