|
Item 2.01
|
Completion of Acquisition or Disposition of Assets.
|
On March 15, 2019, in connection with, and immediately following the completion of, the Merger, the Combined Company effected a reverse stock split at a
ratio of one new share for every twenty shares of its common stock outstanding (the
“
1:20
Reverse
Stock
Split
”
), and immediately following the
Merger, Edge changed its name to
“
PDS Biotechnology Corporation.
”
Following the closing of the Merger,
the business conducted by the Combined Company became primarily the business conducted by PDS, which is a clinical-stage company focused on developing a growing pipeline of clinical-stage immunotherapies to treat various early-stage and
late-stage cancers, including head and neck cancer, prostate cancer, breast cancer, cervical cancer, anal cancer, and other cancers.
Under the terms of the Merger Agreement approximately 82,792,437 pre-reverse stock split shares of the Combined Company’s common stock were issued or are
issuable to the Subsidiary
’
s stockholders, warrantholders and optionholders, at an exchange rate of approximately 6.5240 pre-reverse stock split shares of Combined Company
common stock in exchange for each share of the Subsidiary capital stock outstanding immediately prior to the Merger The exchange rate was determined pursuant to the terms of the Merger Agreement. The Combined Company also assumed all of the stock
options outstanding under the PDS 2018 Stock Option Plan and the PDS 2009 Stock Option Plan (the
“
Subsidiary
Plans
”
), with such
stock options representing the right to purchase a number of shares of Combined Company common stock equal to approximately 6.5240 multiplied by the number of shares of Subsidiary common stock previously represented by such options under the
Subsidiary Plan. The Combined Company also assumed the Subsidiary Plans.
Immediately after the Merger there were approximately 5.3 million post-reverse stock split shares of the Combined Company
’
s common stock outstanding. Immediately after the Merger, the Subsidiary
’
s stockholders, warrantholders and optionholders immediately
prior to the Merger owned approximately 70% of the fully-diluted common stock of the Combined Company, with the Combined Company
’
s stockholders and optionholders immediately
prior to the Merger, whose shares of the Combined Company
’
s common stock remain outstanding after the Merger, owning approximately 30% of the fully-diluted common stock of the
Combined Company.
The issuance of the shares of the Combined Company
’
s common stock to the Subsidiary
’
s stockholders was registered with the U.S. Securities and Exchange Commission (the
“
SEC
”
) on a Registration Statement on Form S-4, as amended, (File No. 333-228937) (the
“
Registration
Statement
”
).
The Combined Company
’
s shares of common stock are listed on The Nasdaq Capital
Market and traded through the close of business on Friday, March 15, 2019 under the ticker symbol
“
EDGE,
”
and commenced trading on the Nasdaq Capital Market under the ticker symbol
“
PDSB
”
on Monday, March 18,
2019. The Combined Company
’
s common stock has a new CUSIP number, 70465T 107.
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
Merger Agreement which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
