Filing Details

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

 

 

PDS Biotechnology Corporation

(Name of Issuer)

Common Stock, par value $0.00033 per share

(Title of Class of Securities)

279870109

(CUSIP Number)

c/o EMV Capital Ltd

Level 39

One Canada Square

London E14 5AB

Attention: Ilian Iliev

+44 (0) 77-863-73965

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 14, 2020

(Date of Event which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☐

(Page 1 of 8 Pages)

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

*	The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 279870109		SCHEDULE 13D		Page 2 of 8 Pages

 

1		NAMES OF REPORTING PERSONS   NetScientific Plc
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   WC
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United Kingdom
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH				7		SOLE VOTING POWER   1,046,670(1)
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   1,046,670(1)
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,046,670(1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   7.21%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		OO

 

(1)	Includes 1,042,833 Shares (as defined below) and 3,837 Shares subject to an outstanding warrant to purchase Shares.

 

CUSIP No. 279870109		SCHEDULE 13D		Page 3 of 8 Pages

 

1		NAMES OF REPORTING PERSONS   Melvin Lawson
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐        (b)  ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (SEE INSTRUCTIONS)   OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)  ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION   United Kingdom
NUMBER OF   SHARES   BENEFICIALLY   OWNED BY   EACH   REPORTING   PERSON   WITH				7		SOLE VOTING POWER   933,923
				8		SHARED VOTING POWER   0
				9		SOLE DISPOSITIVE POWER   933,923
				10		SHARED DISPOSITIVE POWER   0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   933,923
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)  ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   6.4%
14		TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
		IN

 

CUSIP No. 279870109		SCHEDULE 13D		Page 4 of 8 Pages

 

Item 1.

SECURITY AND ISSUER

This statement relates to the Common Stock, par value $0.00033 per share (the Shares), of PDS Biotechnology Corporation, a Delaware Corporation (the Issuer), whose principal executive offices are located at 303A College Road East, Princeton, NJ 08540.

 

Item 2.

IDENTITY AND BACKGROUND

 

(a-c, f)

This Schedule 13D is being filed on behalf of each of the following persons (collectively, the Reporting Persons) .NetScientific plc (NetScientific) and Melvin Lawson (Lawson).

The principal business address for NetScientific is 30 St. Mary Axe, London, EC3A 8BF, United Kingdom. The principal business address for Lawson is c/o The Beckman Group, 2nd Floor, 25 Old Burlington Street, London, W1S 3AN.

NetScientific is public liability company formed in the United Kingdom. NetScientifics principal business is investing in life science companies.

Lawson is on the board of directors at Telecom Plus Plc, Sports Information Services (Holdings) Ltd. and Catalyst Media Group Plc. Lawson is the sole owner and a director of AB Group Limited a U.K. private limited company (AB Group). Lawson beneficially owns approximately 29.98% of the issued share capital of NetScientific.

 

(d)	None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)

None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 3.

SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

On February 11, 2020, the Registration Statement on Form S-1 (File No. 333-235549 filed with the Securities and Exchange Commission (the SEC) by the Issuer in connection with the Companys public offering of 9,230,770 Shares (the Offering), was declared effective. The closing of the Offering took place on February 14, 2020 (the Closing) and in connection with the Closing, NetScientific purchased 500,000 Shares (the NetScientific Shares) at the offering price of $1.30 per share and Lawson purchased 933,923 Shares, which include 472,388 Shares held by AB Group and 461,535 Shares held by A Beckman PLC SAAS Retirement Benefit Scheme Dealing Account (A Beckman PLC), which Lawson is the sole beneficiary of (the Lawson Shares) at the offering price of $1.30 per share. Prior to the Closing, NetScientific held 546,670 Shares, which includes 542,833 Shares and 3,837 Shares subject to an outstanding warrant to purchase Shares, and after the Closing, NetScientific beneficially owned a total of 1,046,670 Shares. Prior to the Closing, Lawson did not own any Shares.

NetScientific purchased the NetScientific Shares with its working capital. Lawson purchased (i) 472,388 Shares of the Lawson Shares with the working capital of AB Group, and (ii) 461,535 Shares of the Lawson Shares through A Beckman PLC. No part of the purchase price for the Lawson Shares was represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Lawson Shares. NetScientific plans to enter into a loan agreement with AB Group pursuant to which NetScientific will grant AB Group a security interest in the Shares held by NetScientific.

 

CUSIP No. 279870109		SCHEDULE 13D		Page 5 of 8 Pages

 

Item 4.

PURPOSE OF TRANSACTION

The responses to Item 3 and Item 6 of this Schedule 13D are incorporated by reference herein.

The Reporting Persons acquired and hold the Shares for investment purposes. Depending on market conditions, each of NetScientifics and Lawsons continuing evaluation of the business and prospects of the Issuer and other factors, NetScientific and/or Lawson may dispose of or acquire additional Shares of the Issuer. Except as set forth above, none of the Reporting Persons has any present plans which relate to or would result in:

 

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

 

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

 

(c)

A sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

 

(d)

Any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

 

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

 

(f)

Any other material change in the Issuers business or corporate structure;

 

(g)

Changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

 

(h)

Causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

 

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or

 

(j)

Any action similar to any of those enumerated above.

 

Item 5.

INTEREST IN SECURITIES OF THE ISSUER

 

(a)	NetScientific is the beneficial owner of the NetScientific Shares. Lawson is the beneficial owner of the Lawson Shares, which include 472,388 Shares held by AB Group and 461,535 Shares held by A Beckman PLC. Lawson disclaims beneficial ownership of the NetScientific Shares.

The percentage of outstanding Shares which may be deemed to be beneficially owned by each Reporting Person is set forth on Line 13 of such Reporting Persons cover sheet. Such percentage was calculated based on a total of 14,509,620 Shares outstanding as of the Closing, as disclosed in the Issuers Prospectus filed with the SEC pursuant Rule 424(b)(4) on February 12, 2020.

 

(b)		(i) Sole power to vote or direct the vote:		See line 7 of the cover sheets
		(ii) Shared power to vote or direct the vote:		See line 8 of the cover sheets
		(iii) Sole power to dispose or direct the disposition of:		See line 9 of the cover sheets
		(iv) Shared power to dispose or direct the disposition of:		See line 10 of the cover sheets

 

CUSIP No. 279870109		SCHEDULE 13D		Page 6 of 8 Pages

 

(c)	The response to Item 3 of this Schedule 13D is incorporated by reference herein. Except as described in Item 3, no transactions in Shares were effected during the past 60 days by the Reporting Persons.

 

(d)	No person, other than the Reporting Persons, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares covered by this Schedule 13D that may be deemed to be beneficially owned by the Reporting Persons.

 

(e)	This Item 5(e) is not applicable.

 

CUSIP No. 279870109		SCHEDULE 13D		Page 7 of 8 Pages

 

Item 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The response to Item 3 of this Schedule 13D is incorporated by reference herein. In connection with NetScientifics participation in the Offering, and contingent upon the Closing, the Issuers board of directors agreed, via e-mail, to (i) increase the number of authorized directors serving on the Issuers board of directors from seven directors to eight directors and to appoint a designee of NetScientific to the Companys board of directors to fill the vacancy created by such newly created directorship, subject to such designees approval by the Nominating and Corporate Governance Committee of the Issuers board of directors, and (ii) nominate the member of the board of directors so designated by NetScientific for election at the Issuers next annual meeting of stockholders.

 

CUSIP No. 279870109		SCHEDULE 13D		Page 8 of 8 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: March 2, 2020