Edge Therapeutics enters merger agreement with PDS Biotechnology

Edge Therapeutics and PDS Biotechnology Corporation, a privately-held, clinical-stage cancer immunotherapy company, announced that their respective boards of directors have approved a definitive merger agreement. The merger is expected to create a combined company with a growing pipeline of next generation cancer immunotherapies based on the proprietary, multi-functional Versamune technology platform, and sufficient cash to fund operations into 2020. The merger is structured as a stock-for-stock transaction whereby all of PDS’s outstanding shares of common stock and securities convertible into or exercisable for PDS’s common stock will be converted into Edge’s common stock and securities convertible into or exercisable for Edge common stock. Under the exchange ratio formula in the merger agreement, immediately following the merger, the former PDS security holders will own approximately 70% of the combined company and existing Edge security holders will own approximately 30% of the combined company, subject to certain potential adjustments as described in the merger agreement. The transaction has been approved by the boards of directors of both companies. The merger is expected to close in the first quarter of 2019, subject to the approval of the stockholders of each company as well as other customary closing conditions. Upon the closing of the transaction, the merged company will operate under the PDS Biotechnology Corporation name, and the combined company’s common stock is expected to continue to trade on NASDAQ under a new ticker symbol to be announced at a later date. Piper Jaffray acted as exclusive financial advisor to Edge Therapeutics on the proposed transaction and Dechert LLP served as legal counsel to Edge Therapeutics. DLA Piper LLP served as legal counsel to PDS Biotechnology. Pursuant to the merger agreement, the management team of the combined company is expected to be comprised of Frank Bedu-Addo, PhD, Co-Founder, President, CEO of PDS Biotechnology who will serve as CEO, Brian Leuthner, President, CEO of Edge Therapeutics, who will serve as President, and Lauren Wood, MD, formerly of the National Cancer Institute, serving as the company’s Chief Medical Officer. In addition, Gregory Conn, PhD, Co-Founder and Chief Scientific Officer of PDS Biotechnology is expected to continue as CSO of the combined company, and Andrew Saik, Chief Financial Officer of Edge Therapeutics is expected to continue as CFO of the combined company.
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