Commitments and Contingencies

9 Months Ended

Sep. 30, 2021

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 9 – Commitments and Contingencies

Rent

For month-to-month arrangements not impacted by the adoption of ASC 842, rent for the three and nine months ended September 30, 2021 was $52,000 and $130,493, respectively, compared to the three and nine months ended September 30, 2020 of $35,700 and $140,678.

Legal Proceedings

On July 23, 2021, David R. Rosener, a purported stockholder of the Company, filed a putative class action and shareholder derivative complaint in the Court of Chancery of the State of Delaware (C.A. No. 2021-0644 JRS)  against the Company and all of its directors and certain of its executive officers. The plaintiff named all current directors of PDS as defendants as well as PDS’s Chief Scientific Officer and PDS’s Chief Medical Officer and also named PDS as a nominal defendant.  The plaintiff claims PDS’s bylaws required tabulation of broker non-votes on Proposal 3 at the Company’s 2021 annual stockholder meeting on June 17, 2021, which sought shareholder approval of the Second Amended and Restated PDS Biotechnology Corporation 2014 Equity Incentive Plan (the “Restated Plan”). The complaint asserts claims for breach of fiduciary duties, declaratory judgment, waste of corporate assets and unjust enrichment in connection with the Restated Plan and the granting of an aggregate award of 1,040,700 stock options to certain executive officers pursuant to the Restated Plan.  The plaintiff seeks unspecified monetary damages, seeks to have the Restated Plan declared void, and seeks recission of the grant of stock options as ultra vires.  Given the early stage of this lawsuit, PDS is unable to reasonably estimate the costs associated with the lawsuit or predict the outcome.  Each of the Company, its directors and the named executives intend to defend this action vigorously.  There can be no guarantee as to the timing of any resolution.