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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13G
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Under the Securities Exchange Act of 1934
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(Amendment No. )*
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PDS BIOTECHNOLOGY CORPORATION
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(Name of Issuer)
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Common Stock, par value $0.00033 per share
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(Title of Class of Securities)
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279870109
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(CUSIP Number)
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February 12, 2020
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(Date of event which requires filing of this statement)
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Check the appropriate box to designate the rule pursuant to which this Schedule 13G is filed:
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¨
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Rule 13d-1(b)
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x
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Rule 13d-1(c)
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¨
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Rule 13d-1(d)
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______________________________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1
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1
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NAMES OF REPORTING PERSONS
E. Jeffrey Peierls1
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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5
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SOLE VOTING POWER
142,649 shares of Common Stock
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6
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SHARED VOTING POWER2
865,713 shares of Common Stock
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SOLE DISPOSITIVE POWER
142,649 shares of Common Stock
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SHARED DISPOSITIVE POWER2
865,713 shares of Common Stock
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
1,008,362 shares of Common Stock
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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¨
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.95%
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12
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TYPE OF REPORTING PERSON
IN
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1 This Schedule 13G is filed by E. Jeffrey Peierls and Brian Eliot Peierls. E. Jeffrey Peierls may be deemed the beneficial owner of securities held by trusts of which E. Jeffrey Peierls is a fiduciary. E. Jeffrey Peierls and Brian Eliot Peierls may be deemed to share indirect beneficial ownership of securities held by The Peierls Foundation, Inc.
2 The shared voting and shared dispositive power of the Reporting Person includes 430,015 shares of Common Stock owned by The Peierls Foundation, Inc. and 435,698 shares of Common Stock held by Trusts of which Reporting Person is a fiduciary. Reporting Person disclaims beneficial ownership for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended.
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1
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NAMES OF REPORTING PERSONS
Brian Eliot Peierls3
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ¨
(b) ¨
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
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5
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SOLE VOTING POWER
111,100 shares of Common Stock
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SHARED VOTING POWER4
865,713 shares of Common Stock
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SOLE DISPOSITIVE POWER
111,100 shares of Common Stock
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SHARED DISPOSITIVE POWER4
865,713 shares of Common Stock
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3 This Schedule 13G is filed by E. Jeffrey Peierls and Brian Eliot Peierls. Brian Eliot Peierls may be deemed the beneficial owner of securities held by trusts of which Brian Eliot Peierls is a fiduciary. E. Jeffrey Peierls and Brian Eliot Peierls may be deemed to share indirect beneficial ownership of securities held by The Peierls Foundation, Inc.
4 The shared voting and shared dispositive power of the Reporting Person includes 430,015 shares of Common Stock owned by The Peierls Foundation, Inc. and 435,698 shares of Common Stock held by Trusts of which Reporting Person is a fiduciary. Reporting Person disclaims beneficial ownership for purposes of Section 16 of the Securities and Exchange Act of 1934, as amended.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON
976,813shares of Common Stock
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10.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.73%
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TYPE OF REPORTING PERSON
IN
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4
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Item 1(a).
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NAME OF ISSUER:
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The name of the issuer is PDS Biotechnology Corporation (the " Company ").
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Item 1(b).
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
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The Company's principal executive offices are located at 200 Connell Drive, Suite 1600, Berkeley Heights, NJ 07922.
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Item 2(a).
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NAME OF PERSON FILING:
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This statement is filed by the entities and persons listed below, who are collectively referred to herein as " Reporting Persons ," with respect to the shares of Common Stock (as defined in Item 2(d) below) of the Company:
Reporting Individuals/entities
(i)E. Jeffrey Peierls with respect to securities owned by himself individually and with respect to securities owned by various trusts and with respect to securities owned by The Peierls Foundation, Inc. of which he is a fiduciary.
(ii)Brian Eliot Peierls with respect to securities owned by himself individually and with respect to securities owned by various trusts and with respect to securities owned by The Peierls Foundation, Inc. of which he is a fiduciary.
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Item 2(b).
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ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
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The address of Reporting Person E. Jeffrey Peierls is:
73 South Holman Way
Golden, CO 80401
The address of Reporting Person Brian Eliot Peierls is:
3017 McCurdy St.
Austin, TX 78723
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Citizenship is set forth in Row 4 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person.
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Item 2(d).
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TITLE OF CLASS OF SECURITIES:
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Common Stock, par value $0.00033 per share (the " Common Stock ")
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Item 2(e).
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CUSIP NUMBER:
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279870109
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Item 3.
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IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b) OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
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(a)
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Broker or dealer registered under Section 15 of the Act,
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(b)
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Bank as defined in Section 3(a)(6) of the Act,
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(c)
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Insurance Company as defined in Section 3(a)(19) of the Act,
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(d)
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Investment Company registered under Section 8 of the Investment Company Act of 1940,
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(e)
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Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940,
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(f)
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Employee Benefit Plan or Endowment Fund in accordance with Rule 13d-1(b)(1)(ii)(F),
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(g)
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Parent Holding Company or control person in accordance with Rule 13d-1(b)(1)(ii)(G),
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(h)
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Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act,
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(i)
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Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940,
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(j)
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A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
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(k)
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Group, in accordance with Rule 13d-1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
specify the type of institution:_________________________
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The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 14,509,620 shares of Common Stock issued and outstanding as of February 12, 2020.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of shares of Common Stock owned by another Reporting Person. Each of the Reporting Individuals hereby disclaims any beneficial ownership of any such shares of Common Stock.
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
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Not Applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
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Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
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Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
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Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP.
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Not applicable.
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Item 10.
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CERTIFICATION.
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Each of the Reporting Persons hereby makes the following certification:
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By signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
DATED: February 21, 2020
/s/ E. Jeffrey Peierls
E. Jeffrey Peierls
/s/ Brian Eliot Peierls
Brian Eliot Peierls
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EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
DATED: February 21, 2020
/s/ E. Jeffrey Peierls
E. Jeffrey Peierls
/s/ Brian Eliot Peierls
Brian Eliot Peierls
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