S-8

As filed with the Securities and Exchange Commission on August 24, 2022

Registration No. 333-_________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

PDS Biotechnology Corporation

(Exact name of registrant as specified in its charter)

Delaware	26-4231384
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

25B Vreeland Road, Suite 300 Florham Park, NJ	07932
(Address of Principal Executive Offices)	(Zip Code)

PDS Biotechnology Corporation 2019 Inducement Plan, as amended

 (Full title of the plans)

Frank Bedu-Addo

President and Chief Executive Officer

PDS Biotechnology Corporation

25B Vreeland Road, Suite 300

Florham Park, NJ 07932

(800) 208-3343

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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 7(a)(2)(B) of the Securities Act. ☐

Part II

Information Required In The Registration Statement

This Registration Statement relates to the registration of an additional 600,000 shares (the “Shares”) of the Registrant’s Common Stock. The Shares are securities of the same class and relate to the same employee benefit plan, the PDS Biotechnology Corporation 2019 Inducement Plan, which was amended effective as of May 17, 2022 (in the form attached hereto as Exhibit 99.1) (the “Inducement Plan”), as those registered pursuant to the Registrant’s registration statements on Form S-8, previously filed with the Securities and Exchange Commission on November 14, 2019 (Registration No. 333-234693) and November 15, 2021 (Registration No. 333-261072).

In accordance with General Instruction E of Form S-8, the contents of the Registrant’s registration statements on Form S-8 filed with the Securities and Exchange Commission on November 14, 2019 (Registration No. 333-234693) and November 15, 2021 (Registration No. 333-261072) are incorporated herein by reference (solely to the extent the contents of such registration statement relate to the Inducement Plan) and the information required by Part II is omitted, except as supplemented by the information set forth below.

Item 8. Exhibits.

Exhibit No.	Description
4.1	Eighth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on October 6, 2015).
4.2	Certificate of Amendment of the Eighth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on March 18, 2019).
4.3	Certificate of Amendment of the Eighth Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed with the Commission on March 18, 2019).
4.4	Third Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Commission on March 15, 2022).
4.5	Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.1 to the Registrant’s Pre-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333- 206416) filed with the Commission on September 21, 2015).
5.1*	Opinion of DLA Piper LLP (US).
23.1*	Consent of KPMG LLP.
23.2*	Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
24	Power of Attorney (contained on the signature page hereto).
99.1	PDS Biotechnology Corporation 2019 Inducement Plan, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Commission on May 18, 2022).
107*	Filing Fee Table
*	Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement with respect to the PDS Biotechnology Corporation 2019 Inducement Plan, as amended, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Florham Park, State of New Jersey, on August 24, 2022.

PDS Biotechnology Corporation
By:	/s/ Frank Bedu-Addo
Name:	Frank Bedu-Addo
Title:	President and Chief Executive Officer

POWER OF ATTORNEY

The officers and directors of PDS Biotechnology Corporation whose signatures appear below hereby constitute and appoint Frank Bedu-Addo and Matthew Hill, and each of them, their true and lawful attorneys and agents, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned this Registration Statement on Form S-8 with respect to the PDS Biotechnology Corporation 2019 Inducement Plan, as amended, and any amendment or amendments thereto, and each of the undersigned does hereby ratify and confirm all that each attorney and agent, or his or her substitutes, shall do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

Signature	Title	Date
/s/ Frank Bedu-Addo	President, Chief Executive Officer and Director	August 24, 2022
Frank Bedu-Addo	(Principal Executive Officer)
/s/ Matthew Hill	Chief Financial Officer	August 24, 2022
Matthew Hill	(Principal Financial and Accounting Officer)
/s/ Stephen Glover	Director	August 24, 2022
Stephen Glover
/s/ Kamil Ali-Jackson	Director	August 24, 2022
Kamil Ali-Jackson
/s/ Otis W. Brawley	Director	August 24, 2022
Otis W. Brawley
/s/ Gregory Freitag	Director	August 24, 2022
Gregory Freitag
/s/ Ilian Iliev	Director	August 24, 2022
Ilian Iliev
/s/ Richard Sykes	Director	August 24, 2022
Sir Richard Sykes

EX-5.1

Exhibit 5.1

	DLA Piper LLP (US)
	One Liberty Place 1650 Market Street, Suite 5000 Philadelphia, PA 19103-7300 www.dlapiper.com

August 24, 2022

PDS Biotechnology Corporation

25B Vreeland Road, Suite 300

Florham Park, NJ 07932

RE: PDS Biotechnology Corporation - Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to PDS Biotechnology Corporation, a Delaware corporation (the “Company”), in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration of an aggregate of 600,000 shares (the “Plan Shares”) of the Company’s common stock, par value $0.00033 per share, issuable under the PDS Biotechnology Corporation 2019 Inducement Plan, as amended (the “Plan”).

In connection with this opinion letter, we have examined the Registration Statement and originals, or copies certified or otherwise identified to our satisfaction, of the Eighth Amended and Restated Certificate of Incorporation, as amended and the Third Amended and Restated Bylaws of the Company and such other documents, records and other instruments as we have deemed appropriate for purposes of the opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals, the conformity with the originals of all documents submitted to us as certified, facsimile or photostatic copies and the authenticity of the originals of all documents submitted to us as copies.

Based upon the foregoing, we are of the opinion that the Plan Shares have been duly authorized and, when and to the extent issued in accordance with the terms of the Plan and any award agreement entered into under the Plan, the Plan Shares will be validly issued, fully paid and nonassessable.

The opinion expressed herein is limited to the Delaware General Corporation Law.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is required under Section 7 of the Act or the rules or regulations of the U.S. Securities and Exchange Commission thereunder.

Very truly yours,

/s/ DLA Piper LLP (US)

EX-23.1

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the use of our report dated March 31, 2022, with respect to the consolidated financial statements of PDS Biotechnology Corporation, incorporated herein by reference.

 /s/ KPMG LLP

Short Hills, New Jersey

August 24, 2022

EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

PDS Biotechnology Corporation

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(1)	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.00033	Rule 457(c) and Rule 457(h)	600,000(2)	$4.94(3)	$2,964,000.00(3)	$0.0000927	$274.76
Total Offering Amounts					$2,964,000.00		$274.76
Total Fee Offsets(4)							-
Net Fee Due							$274.76

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 shall cover any additional shares of common stock, $0.00033 par value per share (“Common Stock”) of the Registrant that become issuable under the PDS Biotechnology Corporation 2019 Inducement Plan, as amended (the “Inducement Plan”) by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected without the Registrant’s receipt of consideration which results in an increase in the number of the outstanding shares of Common Stock.

(2) Represents an increase in the number of shares of Common Stock reserved for issuance under the Inducement Plan, pursuant to an amendment to the Inducement Plan effective as of May 17, 2022.

(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on Nasdaq on August 19, 2022.

(4) The Registrant does not have any fee offsets.