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PDSB on Nasdaq

PDS Biotechnology Corp

PDS Biotechnology Corp is an American pharmaceutical preparations company based in Berkeley Heights.2 Its shares trade on Nasdaq under the symbol PDSB.2

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Last updated Oct 21, 2026.

Overview

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  • TickerPDSB on Nasdaq2
  • IndustryPharmaceutical Preparations2
  • HeadquartersBerkeley Heights, United States2
  • Incorporated inDE3
  • Business address303A College Road East, Princeton, Nj 085403
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI5493002KU8ACFTSMC9352
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressC/O THE CORPORATION TRUST COMPANY, 19801 Wilmington, United States2
  • Registered withDivision of Corporations, Department of State, 46475962

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Versamune® products, including PDS0101 (Versamune® HPV), PDS0103, and others, alone or in combination with PDS01ADC ( formerly known as PDS0301/M9241/NHS-IL-12) , as well as Infectimune® based products and the future success of such trials;4 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Financial statements

Operating income5678910-$31.5M in 2025+50% since 2019
-$60.0M-$40.0M-$20.0M02019: -$21.0M-$21.0M20192020: -$14.9M-$14.9M2020−29%2021: -$21.4M-$21.4M2021+44%2022: -$41.7M-$41.7M2022+94%2023: -$43.0M-$43.0M2023+3%2024: -$36.3M-$36.3M2024−16%2025: -$31.5M-$31.5M2025−13%
Net income5678910-$34.5M in 2025+393% since 2019
-$60.0M-$40.0M-$20.0M02019: -$7.0M-$7.0M20192020: -$14.8M-$14.8M2020+112%2021: -$16.9M-$16.9M2021+14%2022: -$40.9M-$40.9M2022+141%2023: -$42.9M-$42.9M2023+5%2024: -$37.6M-$37.6M2024−12%2025: -$34.5M-$34.5M2025−8%

Every line of the income statement as filed: the last 2 fiscal years, latest first.10

Period ending2025-12-312024-12-31
Research and development expenses$19.0M$22.6M
General and administrative expenses$12.5M$13.8M
Total operating expenses$31.5M$36.3M
Loss from operations-$31.5M-$36.3M
Interest income$1.2M$2.5M
Interest expense-$5.3M-$4.7M
Interest income (expenses), net-$4.1M-$2.2M
Loss before income taxes-$35.7M-$38.5M
Benefit for income taxes$1.2M$869.2K
Net loss-$34.5M-$37.6M
Comprehensive loss-$34.5M-$37.6M
Net loss per share, basic (in dollars per share)-$0.74-$1.03
Net loss per share, diluted (in dollars per share)-$0.74-$1.03
Weighted average common shares outstanding, basic (in shares)46.4M shares36.5M shares
Weighted average common shares outstanding, diluted (in shares)46.4M shares36.5M shares

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Corporate structure

PDS Biotechnology Corp sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of PDS Biotechnology Corp

  • Nant Capital, LLC Filed SCHEDULE 13D on PDS Biotechnology Corp, latest Sep 21, 2026
  • ARMISTICE CAPITAL, LLC Filed SCHEDULE 13G/A on PDS Biotechnology Corp, latest Aug 14, 2025 (2 filings since May 15, 2025)
  • BlackRock Filed SC 13G/A on PDS Biotechnology Corp, latest May 8, 2024 (2 filings since Jan 29, 2024)
  • PDS Biotechnology Corp Berkeley Heights, New Jersey, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What PDS Biotechnology Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$295.9K10 Dec 31, 2025$295.9K10 Dec 31, 20240%
Accumulated depreciation$175.7K10 Dec 31, 2025$153.9K10 Dec 31, 2024+14.2%
Property and equipment, net$120.2K10 Dec 31, 2025$142.0K10 Dec 31, 2024−15.4%
Finance-lease assets$123.5K10 Dec 31, 2025$162.2K10 Dec 31, 2024−23.8%

Real estate and locations

ItemLatestA year beforeChange
Area of real estate11,200 sq ft9 Dec 31, 202411,200 sq ft8 Dec 31, 20230%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$26.7M10 Dec 31, 2025$41.7M10 Dec 31, 2024−35.9%

Properties, in its own words

We maintain a month-to-month lease for our research facilities at the Princeton Innovation Center BioLabs located at 303A College Road E, Princeton, NJ 08540.

We believe our current facilities are suitable and adequate to meet our current needs.

Item 2 of the 10-K filed Mar 30, 2026.4

Leadership

Who has led PDS Biotechnology Corp, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Brian A. Leuthner2015–2019
  2. Frank Bedu-Addo2019–now

President

  1. Brian A. Leuthner2016–2019
  2. Frank Bedu-Addo2019–now

Chief financial officer

  1. Andrew J. Einhorn2015–2017
  2. Andrew Saik2017–2020
  3. Michael N. King2020
  4. Voorhees Seth Van2021
  5. Mathew C. Hill2021–2023
  6. Lars Boesgaard2023–now

Chief operating officer

  1. Stephan Toutain2026–now
20202025
Board members and other officers (35)

Former names

  • Edge Therapeutics, Inc.Sep 16, 2009 to Mar 18, 20193

Timeline

  1. Oct 6, 20268-K Other events56
  2. Sep 22, 20268-K Other events57
  3. Sep 21, 20268-K Other events58
  4. Sep 14, 20268-K Ended a material agreement; Executive or director change; Regulation FD disclosure59
  5. Sep 8, 20268-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure60
  6. Sep 4, 20268-K Entered a material agreement; New debt or obligation61
  7. Aug 25, 20268-K Exit or restructuring costs; Executive or director change62
  8. Aug 19, 20268-K Executive or director change63
  9. Aug 14, 20268-K Bylaws or fiscal year changed; Shareholder vote64
  10. Aug 13, 20268-K Results of operations65
  11. Aug 11, 20268-K Regulation FD disclosure66
  12. Jul 31, 20268-K Listing notice or transfer67
  13. Mar 25, 2019New chief executive Frank Bedu-Addo becomes CEO13
  14. Sep 30, 2015New chief executive Brian A. Leuthner becomes CEO14
  15. Jan 22, 2009Founded PDS Biotechnology Corp is founded2

Calendar

Coming up

  1. Nov 12, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.19) a share, on Nov 13, 2025.68

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results65
  2. May 13, 2026Reported quarterly or annual results69
  3. Mar 30, 2026Reported quarterly or annual results70
  4. Nov 13, 2025Reported quarterly or annual results71
  5. Nov 12, 2025Reported quarterly or annual results72
  6. Aug 13, 2025Reported quarterly or annual results73
  7. May 14, 2025Reported quarterly or annual results74
  8. Mar 27, 2025Reported quarterly or annual results75

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

304 filings to the SEC since October 2021: 7 annual reports, 15 quarterly reports, 162 major events, 66 insider forms, 5 large holders, 49 other. The latest 20:

  1. Oct 14, 2026S-3 EDGAR
  2. Oct 6, 20268-K EDGAR
  3. Sep 22, 20268-K EDGAR
  4. Sep 21, 2026SCHEDULE 13D EDGAR
  5. Sep 21, 20263 EDGAR
  6. Sep 21, 20263 EDGAR
  7. Sep 21, 20268-K EDGAR
  8. Sep 18, 20263 EDGAR
  9. Sep 14, 20268-K EDGAR
  10. Sep 8, 20268-K EDGAR
  11. Sep 4, 20268-K EDGAR
  12. Aug 25, 20268-K EDGAR
  13. Aug 19, 20268-K EDGAR
  14. Aug 14, 20268-K EDGAR
  15. Aug 13, 202610-Q EDGAR
  16. Aug 13, 20268-K EDGAR
  17. Aug 11, 20268-K EDGAR
  18. Jul 31, 20268-K EDGAR
  19. Jul 21, 2026EFFECT EDGAR
  20. Jul 21, 2026424B4 EDGAR

The 304 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

3 open-market trades by officers, directors and large owners since October 2021: 3 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Feb 28, 2025Freitag Gregory GeneDirectorBuy15,060$1.66$25.0KForm 4
Feb 28, 2025Glover Stephen C.DirectorBuy15,061$1.66$25.0KForm 4
Dec 13, 2021HILL MATTHEW CChief Financial OfficerBuy3,100$8.99$27.9KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Frank Bedu-Addo, Ph.D.Chief Executive Officer61$615.3K$828.3K79
2025Kirk Shepard, M.D.Chief Medical Officer75$463.5K$677.3K79
2025Stephan ToutainChief Operating Officer60$463.5K$673.6K79
2024Frank Bedu-Addo, Ph.D.Chief Executive Officer61$597.0K$2.3M79
2024Kirk Shepard, M.D.Chief Medical Officer75$426.3K$1.3M79
2024Stephan ToutainChief Operating Officer60$300.0K$939.8K79

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 52. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC1,699,315$1.5M0.0%+68,226
Focus Partners Wealth642,177$565.8K0.0%New
Quantinno Capital Management LP642,177$565.8K0.0%New
BlackRock, Inc.607,639$535.4K0.0%+53,591
Geode Capital Management, LLC587,139$517.4K0.0%−73,089
Vanguard Fiduciary Trust Co357,144$314.6K0.0%+49,833
Militia Capital Management LLC331,800$292.3K0.1%New
Citadel Advisors LLC323,801$285.3K0.0%New
Morgan Stanley313,922$276.6K0.0%+310,000
Blair William & Co/il300,000$264.3K0.0%No change
Jane Street Group, LLC279,664$246.4K0.0%New
Renaissance Technologies LLC252,200$222.2K0.0%+31,400
Inspirion Wealth Advisors, LLC188,995$165.2K0.0%+7,000
Marshall Wace, Llp147,171$129.5K0.0%New
State Street Corp133,333$117.5K0.0%No change
Northern Trust Corp126,502$111.5K0.0%+17,609
Wells Fargo & Company/mn109,000$96.0K0.0%−1,500
Commonwealth Equity Services, LLC92,997$81.9K0.0%+2,200
Iron Gate Global Advisors LLC70,406$62.0K0.0%−4,616
Bank of New York Mellon Corp68,491$60.3K0.0%−820
Tempus Wealth Planning, LLC61,800$54.5K0.0%No change
Two Sigma Securities, LLC41,391$36.5K0.0%+9,910
Susquehanna International Group, Llp36,328$32.0K0.0%+14,276
Raymond James Financial Inc33,819$29.8K0.0%+23,583
XTX Topco Ltd33,098$29.2K0.0%−3,113

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How PDS Biotechnology Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARPDS Biotechnology Corp1
  • CIK0001472091
  • Employer ID (EIN)26-42313844
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
  • Incorporated inDelaware4
  • Fiscal year endsDecember 311
  • Industry code (SIC)2834 Pharmaceutical Preparations1
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance1
  • Business address303A College Road East, Princeton, NJ 085401
  • Phone800-208-33431
  • Shares outstanding55,971,338 as of Aug 6, 202612
  • Public float$60.1M as of Jun 30, 20254
  • AuditorKPMG LLP, Short Hills, New Jersey PCAOB ID 185; no auditor attestation of internal control over financial reporting4
  • On EDGAR sinceSep 16, 20091
  • Filings787 in all: 8-K (278), 4 (219), 3 (42), 10-Q (33), CORRESP (23), S-8 (17), SC 13G/A (13), DEF 14A (12)1
    All 46 form types

    DEFA14A (12), UPLOAD (12), 10-K (11), EFFECT (9), 424B5 (8), 425 (7), S-3 (7), SC 13G (7), D (6), 4/A (5), 8-K/A (5), DRS/A (5), SC 13D/A (5), ARS (4), CT ORDER (4), DRSLTR (4), S-1/A (4), SC 13D (4), 424B4 (3), PRE 14A (3), S-1 (3), 10-K/A (2), 424B2 (2), 424B3 (2), DEFR14A (2), FWP (2), 144 (1), 8-A12B (1), CERTNAS (1), D/A (1), DRS (1), S-1MEF (1), S-3/A (1), S-4 (1), S-4/A (1), SCHEDULE 13D (1), SCHEDULE 13G (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Mar 30, 2026
    Quarterly report (10-Q) Aug 13, 2026
    Proxy statement (DEF 14A) Jun 26, 2026
    Latest 8-K (8-K) Oct 6, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.00033 per sharePDSBNASDAQ

From the cover page of the 10-K filed Mar 30, 2026 (Section 12(b) of the Exchange Act).4

Risk factors and legal proceedings

The risks PDS Biotechnology Corp names in Item 1A of its 10-K filed Mar 30, 2026: 68 risks under these headings, as written.4

  • Risks Related to Our Business, Financial Position and Capital Requirements
  • We have a limited operating history and have never generated any product revenue.
  • We have incurred significant losses since our inception and expect to continue to incur significant losses for the foreseeable future and may never achieve or maintain profitability.
  • We are dependent on the success of our Versamune®, PDS01ADC and Infectimune® products, which are still in clinical development, and if our Versamune®, PDS01ADC and Infectimune® products do not receive regulatory approval or are not successfully commercialized, our business may be harmed.
  • We will require additional capital to fund our operations, and if we fail to obtain necessary financing, we may not be able to complete the development and commercialization of our Versamune®, PDS01ADC and Infectimune® based products.
  • Raising additional funds by issuing securities may cause dilution to existing stockholders and raising funds through lending and licensing arrangements may restrict our operations or require us to relinquish proprietary rights.
  • Our operating activities may be restricted as a result of covenants related to the outstanding indebtedness issued pursuant to the transactions contemplated by that certain securities purchase agreement with JGB, and we may be required to repay the outstanding indebtedness in an event of default, which could have a materially adverse effect on our business.
  • Our future success depends on our ability to retain executive officers and attract, retain and motivate qualified personnel.
  • If we fail to obtain or maintain adequate coverage and reimbursement for PDS0101 or PDS01ADC, our ability to generate revenue could be limited.
  • Even if any of our product candidates receive marketing approval, they may fail to achieve the degree of market acceptance by physicians, patients, healthcare payors and others in the medical community necessary for commercial success.
  • We will need to expand our organization, and may experience difficulties in managing this growth, which could disrupt operations.
  • Our employees, independent contractors, principal investigators, consultants, commercial collaborators, service providers and other vendors may engage in misconduct or other improper activities, including noncompliance with regulatory standards and requirements, which could have an adverse effect on our results of operations.
The other 57 risks
  • Our business and operations would suffer, and could be negatively affected, in the event of system failures or cyberattacks.
  • Our failure to comply with international data protection laws and regulations could lead to government enforcement actions and significant penalties against us, and adversely impact our operating results.
  • Our failure to comply with state and/or national data protection laws and regulations could lead to government enforcement actions and significant penalties against us, and adversely impact our operating results.
  • If we fail to maintain an effective system of internal control over financial reporting in the future, we may not be able to accurately report our financial condition, results of operations or cash flows, which may adversely affect investor confidence in us and, as a result, the value of our common stock. Further, we continue to incur significant increased costs as a result of operating as a public company, and our management is required to devote substantial time to compliance initiatives.
  • Periodic reporting requirements under the Exchange Act and compliance with the Sarbanes-Oxley Act of 2002, including establishing and maintaining acceptable internal control over financial reporting, are costly and may increase substantially and, as a smaller reporting company, we may take advantage of reduced reporting requirements which may make our common stock less attractive to investors.
  • We have identified conditions and events that raise substantial doubt regarding our ability to continue as a going concern.
  • Risks Related to Clinical Development, Regulatory Approval and Commercialization
  • Clinical trials are very expensive, time-consuming, difficult to design and implement and involve an uncertain outcome, and if they fail to demonstrate safety and efficacy to the satisfaction of the FDA, or similar regulatory authorities, we will be unable to commercialize Versamune®, Versamune® in combination with PDS01ADC and Infectimune® based products.
  • Clinical drug development is a lengthy and expensive process, with an uncertain outcome. If clinical trials of our product candidates fail to demonstrate safety and efficacy to the satisfaction of regulatory authorities or do not otherwise produce positive results, we may incur additional costs, experience delays in completing, or ultimately be unable to complete, the development of our product candidates or be unable to obtain marketing approval.
  • Enrollment and retention of subjects in clinical trials is an expensive and time-consuming process and could be made more difficult or rendered impossible by multiple factors outside our control.
  • The successful development of immunotherapies is highly uncertain.
  • We may not be able to file INDs or IND amendments to commence additional clinical trials on the timelines we expect, and even if we are able to, the FDA may not permit us to proceed.
  • We face significant competition from other biotechnology and biopharmaceutical companies, and our operating results will suffer if we fail to compete effectively.
  • PDS0101 and PDS01ADC may cause adverse effects or have other properties that could delay or prevent their regulatory approval or limit the scope of any approved label or market acceptance.
  • If we are not able to obtain, or if there are delays in obtaining, required regulatory approvals, we will not be able to commercialize, or will be delayed in commercializing, PDS0101 and PDS01ADC, and our ability to generate revenue will be impaired.
  • If any of our product candidates receives marketing approval and we, or others, later discover that the drug is less safe or effective than previously believed or causes undesirable side effects that were not previously identified, our ability, or that of any future collaborators, to market the drug could be compromised.
  • We rely, and intend to continue to rely, on third parties to conduct our clinical trials and perform some of our research and preclinical studies. If these third parties do not satisfactorily carry out their contractual duties, fail to comply with applicable regulatory requirements or do not meet expected deadlines, our development programs may be delayed or subject to increased costs or we may be unable to obtain regulatory approval, each of which may have an adverse effect on our business, financial condition, results of operations and prospects.
  • Even if we obtain FDA approval in the United States, we may never obtain approval for or commercialize PDS0101 or PDS01ADC in any other jurisdiction, which would limit our ability to realize each product’s full market potential.
  • Interim, topline and preliminary data from our clinical trials that we announce or publish from time to time may change as more subject data becomes available and are subject to audit and verification procedures that could result in material changes in the final data.
  • The outcome of preclinical testing and early clinical trials may not be predictive of the success of later clinical trials, interim results of a clinical trial do not necessarily predict final results, and the results of our clinical trials may not satisfy the requirements of the FDA or comparable foreign regulatory authorities.
  • Our product candidates are in various stages of development and we will not be able to commercialize our product candidates if our preclinical studies do not produce successful results and/or our clinical trials do not demonstrate the safety and efficacy of our product candidates; early results and early understanding of product candidate potential may not be predictive of later success.
  • Even if we obtain regulatory approval, we will still face extensive ongoing regulatory requirements, and PDS0101, PDS01ADC and other candidates may face future development and regulatory difficulties.
  • Even if PDS0101 or PDS01ADC receives licensure, it may fail to achieve market acceptance by physicians, patients, third-party payors or others in the medical community necessary for commercial success.
  • We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications that may be more profitable or for which there is a greater likelihood of success.
  • If we fail to comply with federal and state healthcare regulatory laws, including in our relationships with healthcare providers and customers and third-party payors, we could face criminal prosecution and sanctions, substantial civil penalties, damages, fines, disgorgement, exclusion from participation in governmental healthcare programs, contractual damages, reputational harm, and the curtailment of our operations, any of which could harm our business.
  • Even if we are able to commercialize any product candidate, such product candidate may become subject to unfavorable pricing regulations, third-party coverage and reimbursement policies or healthcare reform initiatives, which could harm our business.
  • Product liability lawsuits against us could cause us to incur substantial liabilities and could limit the commercialization of PDS0101 and PDS01ADC.
  • If we are unable to establish sales, marketing and distribution capabilities either on our own or in collaboration with third parties, we may not be successful in commercializing PDS0101, PDS01ADC and other product candidates, if approved.
  • If we obtain approval to commercialize PDS0101, PDS01ADC or other product candidates outside of the United States, a variety of risks associated with international operations could harm our business.
  • Recently enacted and future healthcare legislation, regulations, and policy initiatives may increase the difficulty and cost for us to obtain marketing approval of and commercialize PDS0101, PDS01ADC or other product candidates and affect the prices we may obtain and our profitability.
  • Risks Related to Our Dependence on Third Parties
  • We have no manufacturing, sales, marketing or distribution capability and we must rely upon third parties for such.
  • We intend to rely on third parties to conduct, supervise and monitor our clinical trials, and if those third parties perform in an unsatisfactory manner, it may harm our business.
  • If we are unable to establish or manage strategic collaborations in the future, our revenue and drug development may be limited.
  • We enter into various contracts in the normal course of our business in which we may be obligated to indemnify the other party to the contract. In the event we have to perform under these indemnification provisions, it could have a material adverse effect on our business, financial condition and results of operations.
  • The failure of third parties to meet their contractual, legal, regulatory, and other obligations could adversely affect our business.
  • Our business could be adversely affected by the effects of health epidemics, pandemics, or outbreaks of infectious diseases in regions where we or third parties on which we rely have significant manufacturing facilities, concentrations of clinical trial sites or other business operations.
  • Risks Related to Our Intellectual Property
  • If we are unable to obtain and/or maintain patent protection for our Versamune®, Versamune® in combination with PDS01ADC platforms, PDS0101, other Versamune® based Products or Infectimune®, or if the scope of the patent protection obtained is not sufficiently broad, we may not be able to compete effectively in our markets.
  • We may have limited foreign intellectual property rights and may not be able to protect our intellectual property rights throughout the world.
  • We may be involved in lawsuits to protect or enforce our patents, the patents of our licensors or our other intellectual property rights, or defend our products and methods against the property rights of others, which could be expensive, time consuming and unsuccessful.
  • Changes in patent law in the United States and other jurisdictions could diminish the value of patents in general, thereby impairing our ability to protect our products.
  • We may not be able to protect our intellectual property rights throughout the world, which could impair our business.
  • Our reliance on third parties requires us to share our trade secrets, which increases the possibility that a competitor will discover them or that our trade secrets will be misappropriated or disclosed.
  • We may be subject to claims that our employees, consultants or independent contractors have wrongfully used or disclosed confidential information of third parties.
  • General Market Risk Factors
  • Our stock price is expected to be volatile, and the market price of our common stock may drop in the future.
  • We are required to meet the Nasdaq Capital Market’s continued listing requirements and other Nasdaq rules, and if we fail to meet such rules and requirements, we may be subject to delisting. Delisting could negatively affect the price of our common stock, which could make it more difficult for us to sell securities in a future financing or for you to sell our common stock.
  • We do not anticipate that we will pay any cash dividends in the foreseeable future.
  • Future sales of shares by existing stockholders could cause our stock price to decline.
  • Because the Merger resulted in an ownership change under Section 382 of the Code for Edge, pre-merger U.S. net operating loss carryforwards and certain other tax attributes will be subject to limitations.
  • Our effective tax rate may increase in the future, including as a result of tax legislation changes, which may have a material adverse effect on our business, financial condition and results of operations.
  • Changes to existing tax laws, or challenges to our tax positions could adversely affect our business and financial condition.
  • Anti-takeover provisions under Delaware law could make an acquisition more difficult and may prevent attempts by our stockholders to replace or remove our current or future management.
  • Provisions in our amended and restated bylaws could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.
  • We are currently operating in a period of global economic uncertainty and capital markets disruption, which has been significantly impacted by geopolitical conflicts, natural and man-made disasters, global health emergencies and uncertainties in regulatory developments and legislative actions, which could adversely affect our business, financial condition and results of operations.
  • The political and economic environment in the United States could materially impact our business operations and financial performance, and uncertainty surrounding the potential legal, regulatory and policy changes by a new U.S. presidential administration may directly affect us and the global economy.
  • Artificial intelligence presents risks and challenges that can impact our business including by posing security risks to our confidential information, proprietary information and personal data.
  • Disruptions at the FDA, the SEC and other government agencies caused by funding shortages, government shutdowns or global health emergencies or their inability to hire, retain or deploy key leadership and other personnel, could prevent new or modified products from being developed, approved or commercialized in a timely manner or at all or otherwise prevent those agencies from performing normal business functions on which the operation of our business may rely, which could negatively impact our operations.
  • Our results of operations and liquidity needs could be materially affected by market fluctuations and general economic conditions.
  • Adverse developments affecting the financial services industry, such as actual events or concerns involving liquidity, defaults or non-performance by financial institutions or transactional counterparties, could adversely affect our current and projected business operations and our financial condition and results of operations.

Legal proceedings

The information in Note 11 to the Consolidated Financial Statements contained in Part IV, Item 15 of this Annual Report on Form 10-K is incorporated herein by reference. There are no matters which constitute material pending legal proceedings to which we are a party other than those incorporated into this item by reference from Note 11 to our Consolidated Financial Statements for the year ended December 31, 2025 contained in this Annual Report on Form 10-K.

The opening of Item 3, Legal Proceedings.4

Sources

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  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
    SEC EDGAROther events
  57. 57
    SEC EDGAROther events
  58. 58
    SEC EDGAROther events
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63
  64. 64
  65. 65
  66. 66
  67. 67
  68. 68
  69. 69
  70. 70
  71. 71
  72. 72
  73. 73
  74. 74
  75. 75
  76. 76
  77. 77
  78. 78
  79. 79