Current Report Filing (8-k)
June 24 2020 - 4:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 22, 2020
Date of Report (Date of earliest event reported)
PDS Biotechnology Corporation
(Exact name of registrant as specified in its charter)
Securities registered pursuant to Section 12 (b) of the Act:
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☒
On June 23, 2020, the Board of Directors of PDS Biotechnology Corporation (the “Company”) appointed Michael King as interim Chief Financial Officer. Mr. King will replace Janetta Trochimiuk as
interim Principal Accounting Officer and Frank Bedu- Addo, Ph.D., as interim Principal Financial Officer.
Mr. King, age 50, joined the Company in 2014 as the Chief Financial Officer. Mr. King helped take the Company public via a reverse merger with Edge Therapeutics, Inc. in March 2019 and has continued
to serve as a financial consultant to the Company since that time. Mr. King is the former long-time Chief Business Officer and Chief Financial Officer of Aprecia Pharmaceuticals, LLC, a specialty pharmaceuticals company that develops branded
specialty products using three-dimensional printing, a unique pharmaceutical manufacturing technology. Mr. King has served as a senior advisor to a number of early-stage public and private biotechnology and biopharmaceutical companies. Mr. King was
Chief Business Officer of Atrin Pharmaceuticals, Chief Commercial Officer of Belrose Pharma, as well as Head of US Product Portfolio & Strategy, and a member of the U.S. Executive Committee, for Sandoz GmbH, the $10 billion subsidiary of Novartis
AG. A former management consultant with McKinsey & Company, Mr. King has a diverse background in corporate finance and sell-side analyst research, with deep knowledge of the pharmaceutical/biotechnology industry. Mr. King holds a Masters of
Business Administration with Honors from the Columbia Graduate School of Business and a Bachelor of Arts from Wesleyan University.
There are no family relationships between Mr. King and any of the Company’s directors or other executive officers. There are no arrangements or understandings between Mr. King and any other persons
or entities pursuant to which he has been appointed as interim
Chief Financial Officer and Mr. King
has no direct or indirect interest in any transaction or proposed
transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Mr. King will receive a consulting fee of $17,000 per month. Mr. King did not receive any equity awards in connection with his appointment. A copy of Mr. King’s consulting agreement with the Company
is filed as Exhibit 10.1 hereto and incorporated by reference herein.
At the 2020 annual meeting of stockholders (the “Annual Meeting”) of the Company held on June 23, 2020, the following proposals were submitted
to the stockholders of the Company:
For more information about the foregoing proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the United States
Securities and Exchange Commission on April 29, 2020 (the “Proxy Statement”). Of the 15,350,445 shares of the Company’s common stock entitled to vote at the Annual Meeting, 10,786,524 shares, or approximately 70.26%, were represented at the meeting
in person or by proxy, constituting a quorum. The number of votes cast for, against or withheld, as well as abstentions and broker non-votes, if applicable, in respect of each such proposal is set forth below:
The Company’s stockholders elected the following directors to serve as Class B directors until the 2023 annual meeting of stockholders and until their successors
are duly elected and qualified. The votes regarding the election of the director were as follows:
The Company’s stockholders ratified the appointment of KPMG US LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020. The votes regarding this
proposal were as follows:
On June 22, 2020, the Company announced the publication of data generated by the National Cancer Institute. The full text of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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