Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements with Certain
          Officers.

On May 17, 2022, PDS Biotechnology Corporation (the "Company") amended its 2019 Inducement Plan (the "Inducement Plan") solely to increase the total number of shares of the Company's Common Stock, par value $0.00033 per share, reserved for issuance under the Inducement Plan from 500,000 shares to 1,100,000 shares. The Inducement Plan, as amended, is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
 Number                                  Description

  10.1     PDS Biotechnology Corporation 2019 Inducement Plan, as amended.
  104      Cover Page Interactive Data File - the cover page interactive date file
           does not appear in the Interactive Date File because its XBRL tags are
           embedded within the Inline XBRL document.

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