PDS Biotechnology amends $6 million note with YA II PN, tying ATM and equity proceeds to mandatory repayment
$PDSB is in focus after PDS Biotechnology Corporation, incorporated in Delaware and listed on the Nasdaq Capital Market, filed an 8-K disclosing a First Amendment to its $6 million Promissory Note with YA II PN, Ltd.…
Key takeaways
- PDS Biotechnology filed an 8-K disclosing a First Amendment, dated August 31, 2026, to its $6 million Promissory Note with YA II PN, Ltd.
- The amendment requires weekly remittance notices detailing net proceeds from the company's at-the-market (ATM) offering, with the applicable portion due to YA II PN within one business day of each notice.
- A new provision mandates that 100% of net cash proceeds from any equity or equity-linked financing outside the ATM be paid to YA II PN as a deemed redemption within five business days of receipt.
- The amendment extended the cure period for a Nasdaq listing deficiency from 75 days to 180 days, a 105-day extension.
- The amendment takes effect only after PDS Biotechnology pays the installment due September 14, 2026 in full.
$PDSB is in focus after PDS Biotechnology Corporation, incorporated in Delaware and listed on the Nasdaq Capital Market, filed an 8-K disclosing a First Amendment to its $6 million Promissory Note with YA II PN, Ltd., dated August 31, 2026. The revised terms give YA II PN a first claim on essentially every equity dollar the Princeton, New Jersey company raises. The amendment takes effect only after PDS Biotechnology pays the installment due September 14, 2026 in full.
The original note, issued June 15, 2026, carried a principal of $6,000,000. Under the First Amendment, the company must now deliver weekly remittance notices to YA II PN detailing net proceeds received from its at-the-market offering program during the prior week, with the applicable portion of those proceeds due within one business day of each notice. That requirement effectively converts the ATM into a directed repayment channel. A new provision pushes the logic further: 100% of net cash proceeds from any equity or equity-linked financing outside the ATM must be applied as a mandatory deemed redemption payable to YA II PN within five business days of receipt. That sweep covers registered directs, convertible offerings, or any other equity-linked raise that falls outside the existing ATM program.
The amendment also extended the cure period for a Nasdaq listing deficiency from 75 days to 180 days under the note's covenant. The filing does not identify the specific nature of the deficiency, but the 105-day extension confirms the company is working through an active exchange compliance matter. That extended runway limits the risk of a simultaneous default on the note before the deficiency is resolved.
The next hard checkpoint is the September 14, 2026 installment. Full payment on that date is a condition for the amendment's effectiveness. Once effective, watch prospectus supplement filings and ATM proceeds disclosures for the pace at which YA II PN draws down the $6 million note through weekly remittances and mandatory transactional redemptions. President and CEO Frank Bedu-Addo, Ph.D., signed the filing on September 4, 2026.