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

Date of Report (Date of earliest event reported): March 26, 2019

PDS Biotechnology Corporation
(Exact name of registrant as specified in its charter)


Delaware
001-37568
26-4231384
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)

300 Connell Drive, Suite 4000
Berkeley Heights, NJ
07922
(Address of principal executive offices)
(Zip Code)

Registrant’s telephone number, including area code
(800) 208-3343


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 (see  General Instruction A.2. below):
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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.  ☒

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 26, 2019, Robert Spiegel, M.D. submitted his resignation effective immediately from the board of directors of PDS Biotechnology Corporation (“PDS”) in order to focus his time on his other professional endeavors.  Dr. Spiegel acknowledged that his resignation is not the result of any disagreement relating to PDS’s operations, policies or practices.

SIGNATURES

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.

   
PDS Biotechnology Corporation
   
Dated: March 27, 2019
  
   
By:
  
/s/ Frank Bedu-Addo
   
Name:
  
Frank Bedu-Addo
   
Title:
  
Chief Executive Officer