Item 1.01 Entry into a Material Definitive Agreement.
Effective as November 5, 2021, PDS Biotechnology Corporation (the "Company")
entered into a Patent License Agreement (the "Patent License Agreement") with
the U.S. Department of Health and Human Services, as represented by National
Cancer Institute ("NCI") of the National Institutes of Health ("NIH"). Pursuant
to the Patent License Agreement, the Company obtained a nonexclusive license to
the patent rights for NCI's T-cell receptor gamma alternate reading frame
protein ("TARP") to develop and commercialize TARP peptide-based therapies in
combination with the Company's Versamune® technology and any other of the
Company's proprietary technologies for prostate and breast cancers and Acute
Myeloid Leukemia. The Patent License Agreement expires when the last licensed
patent expires if the Patent License Agreement is not terminated prior to that
date. NCI may terminate the Patent License Agreement if the Company is in
default in the performance of any material obligation under the Patent License
Agreement. The Company may unilaterally terminate the Patent License Agreement
in any country or territory upon sixty (60) days written notice. Under the
Patent License Agreement the Company agreed to pay NCI certain non-creditable,
nonrefundable license issue royalties, unreimbursed patent expenses for the
licensed patent rights, a nonrefundable minimum annual royalty, earned royalties
as a percentage of net sales and benchmark royalties. (The foregoing
description of the Patent License Agreement does not purport to be complete and
is qualified in its entirety by reference to the complete terms and conditions
of the Patent License Agreement to be filed as an exhibit to the Company's next
Form 10-K to be filed with the U.S. Securities and Exchange Commission.)
Item 2.02 Results of Operations and Financial Conditions.
On November 10, 2021, the Company issued a press release announcing its
financial results for the three months ended September 30, 2021 and provided an
update on the Company's operations. The Company is furnishing a copy of the
press release, which is attached hereto as Exhibit 99.1.
In accordance with General Instruction B.2 of Form 8-K, the information set
forth in this Current Report on Form 8-K (including Exhibit 99.1) is deemed to
be "furnished" and shall not be deemed to be "filed" for purposes of Section 18
of the Securities and Exchange Act of 1934, as amended (the "exchange Act"), or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference into any filing made by the Company under the Exchange
Act or Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such a filing.
Item 8.01 Other Events.
On November 8, 2021, the Company issued a press release announcing its entry
into the Patent License Agreement. A copy of the press release is filed as
Exhibit 99.2 hereto and incorporated by reference herein.
On November 10, 2021, the Company updated its corporate presentation slide
deck. A copy of the slide deck is filed as Exhibit 99.3 hereto and incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release dated November 10, 2021.
99.2 Press Release dated November 8, 2021.
99.3 Updated Corporate Presentation November 2021.
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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