Nant Capital, LLC and Patrick Soon-Shiong filed Amendment No. 1 to a Schedule 13D with the SEC on November 12, 2026, reporting the full exercise of 17,699,115 Common Warrants in PDS Biotechnology Corporation on November 9, 2026.

Key Highlights

  • Full warrant exercise: Nant Capital exercised all 17,699,115 Common Warrants it held, converting them into 9,851,119 shares of common stock and 7,847,996 Pre-Funded Warrants on November 9, 2026.
  • Exercise prices: The 9,851,119 shares were exercised at $0.22 per share; the 7,847,996 Pre-Funded Warrants were exercised at $0.21967 per warrant, for an aggregate exercise price of $3,891,215.46.
  • Resulting holdings: Following the exercise, Nant Capital holds 22,856,453 shares of common stock and 30,240,892 Pre-Funded Warrants, with no Common Warrants remaining outstanding.
  • Beneficial ownership: Both Nant Capital and Patrick Soon-Shiong each report 22,856,453 shares beneficially owned, representing 19.9% of the class.
  • Milestone Closing obligation: At a future Milestone Closing triggered by FDA submission of a Phase 3 protocol for PDS0301, Nant Capital is obligated to purchase securities for an aggregate subscription amount of $10,000,000.
  • Board representation: Patrick Soon-Shiong and James Banaag, Senior Vice President Finance, Corporate Strategy of NantWorks, LLC, were each appointed to the issuer's board of directors on September 14, 2026.

Nant Capital's Common Warrant Exercise and Revised Stake in PDS Biotechnology

According to the filing, this Amendment No. 1 to the Schedule 13D amends the original statement filed on September 21, 2026, and was triggered by the full exercise of Common Warrants by Nant Capital, which the filing states "resulted in a material change in the facts set forth in the Original Schedule 13D." The source of funds for the exercise was described as the working capital of Nant Capital. Patrick Soon-Shiong is identified as the sole member of Nant Capital.

The filing describes the broader transaction context: on September 7, 2026, PDS Biotechnology Corporation entered into a Securities Purchase Agreement with certain accredited investors for a private placement involving common stock, Common Warrants, and Pre-Funded Warrants to purchase up to an aggregate of 93,498,670 shares of common stock. At the Initial Closing, Nant Capital purchased 13,005,334 shares of common stock and 22,392,896 Pre-Funded Warrants, and received 17,699,115 Common Warrants. The filing notes that a 19.9% beneficial ownership limitation, referred to as the "Blocker," governs both the initial purchase and subsequent warrant exercises.

The filing states that Nant Capital exercised the Common Warrants "for investment purposes" and that the Pre-Funded Warrants received upon such exercise remain subject to the Blocker. Regarding future obligations, the filing discloses that the Milestone Closing will be triggered by the issuer's submission of a registrational Phase 3 clinical trial protocol for PDS0301 "designed in collaboration with Nant Capital to the U.S. Food & Drug Administration," and must occur no later than the fifth business day after that event. The purchase price per share of common stock at the Milestone Closing is stated as $0.22, subject to adjustment for stock splits, stock dividends, stock combinations, and similar transactions.

What Was Disclosed

Nant Capital and Patrick Soon-Shiong filed Amendment No. 1 to their Schedule 13D to report Nant Capital's full exercise of 17,699,115 Common Warrants on November 9, 2026, resulting in aggregate beneficial ownership of 22,856,453 shares, equal to 19.9% of PDS Biotechnology's common stock.