PDS Announces Proposed Offering of Common Stock

NetScientific plc

(“NetScientific” or the “Company”)

PDS Biotechnology Corporation Announces Proposed Public Offering of Common Stock

NetScientific plc (AIM:NSCI), the transatlantic healthcare IP commercialisation group, announces that its portfolio company PDS Biotechnology Corporation (“PDS”) (Nasdaq: PDSB) yesterday announced that it intends to offer and sell shares of its common stock in an underwritten public offering. All of the shares in the offering are to be issued by PDS. PDS intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares sold in the offering to cover over-allotments, if any.  The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

PDS intends to use the proceeds from this offering to fund working capital and general corporate purposes.

Oppenheimer & Co. Inc. is acting as the sole book-running manager for the offering.

NetScientific intends to invest £0.5 million in the PDS offering, which has been financed by drawing down £0.4 million under the loan facility agreement dated 9 April 2020 with the AB Group Limited and as to the balance from the Company’s existing resources. AB Group Limited is associated with M A Lawson, who is interested in 29.98% of NetScientific’s issued share capital.

A further announcement will be made as soon as appropriate.

NetScientific holds 7.18% of PDS’s undiluted share capital.

The full details of the announcement are set out below and can be found here: https://www.pdsbiotech.com/investors/news-center/press-releases/press-releases1/56-2020-news/410-iotechnologyorporationnnouncesroposedublicff20200810

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PDS Biotechnology Corporation Announces Proposed Public Offering of Common Stock

FLORHAM PARK, N.J., Aug. 10, 2020 (GLOBE NEWSWIRE) — PDS Biotechnology Corporation (“PDS Biotech” or the “Company”) (Nasdaq: PDSB), a clinical-stage immunotherapy company developing novel cancer therapies and infectious disease vaccines based on the Company’s proprietary Versamune® T-cell activating technology, today announced that it intends to offer and sell shares of its common stock in an underwritten public offering. All of the shares in the offering are to be sold by PDS Biotech. PDS Biotech intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares sold in the offering to cover over-allotments, if any.  The offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

PDS Biotech intends to use the proceeds from this offering to fund working capital and general corporate purposes.

Oppenheimer & Co. Inc. is acting as the sole book-running manager for the offering.

This offering by PDS Biotech is being made pursuant to an effective registration statement on Form S-3 (File No. 333-240011) previously filed with the U.S. Securities and Exchange Commission (“SEC”) on July 22, 2020 and declared effective on July 31, 2020, and the accompanying prospectus contained therein.  The offering of the shares of common stock will be made by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement.  A preliminary prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering will be filed with the SEC, and will be available on the SEC’s website at http://www.sec.gov or by contacting Oppenheimer & Co. Inc. at 85 Broad Street, 26th Floor, New York, NY 10004, Attention: Equity Syndicate Prospectus Department, by telephone at (212) 667-8055, or by email at EquityProspectus@opco.com.

Before investing in this offering, you should read in their entirety the preliminary prospectus supplement and the accompanying prospectus and the other documents that PDS Biotech has filed with the SEC that are incorporated by reference in the preliminary prospectus supplement and the accompanying prospectus, which provide more information about PDS Biotech and such offering.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About PDS Biotechnology

PDS Biotech is a clinical-stage immunotherapy company with a growing pipeline of cancer immunotherapies and infectious disease vaccines based on the Company’s proprietary Versamune® T-cell activating technology platform. Versamune® effectively delivers disease-specific antigens for in vivo uptake and processing, while also activating the critical type 1 interferon immunological pathway, resulting in production of potent disease-specific killer T-cells as well as neutralizing antibodies. PDS Biotech has engineered multiple therapies, based on combinations of Versamune® and disease-specific antigens, designed to train the immune system to better recognize disease cells and effectively attack and destroy them.

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The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014. Following the publication of this announcement, this inside information is now considered to be in the public domain.

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About NetScientific

NetScientific PLC is a transatlantic healthcare IP commercialisation Group focused on technologies and companies that have the potential to treat chronic disease and significantly improve the health and well-being of people.

For more information, please visit the website at www.NetScientific.net