UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrantý
☒

Filed by a Party other than the Registranto

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

Edge Therapeutics, Inc.

200PDS Biotechnology Corporation

300 Connell Drive
Suite 1600

4000
Berkeley Heights, NJ 07922

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 21, 2016

September 24, 2019

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Edge Therapeutics, Inc.,PDS Biotechnology Corporation, a Delaware corporation. The Annual Meeting will be held on Tuesday, June 21, 2016September 24, 2019 at 9:009 a.m. local time at the headquartersoffices of Edge Therapeutics, Inc. at 200 Connell Drive,DLA Piper LLP (US), 51 John F Kennedy Parkway, Suite 1600, Berkeley Heights, NJ 07922120, Short Hills, New Jersey 07078 for the following purposes:

1. To elect the Board of Directors’ nominees, Kurt Conti, Liam Ratcliffe, M.D., Ph.D., and Robert Spiegel, M.D., to hold office until the 2019 Annual Meeting of Stockholders.

2. To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

3. To conduct any other business properly brought before the Annual Meeting.

These items of business are more fully described in the proxy statement accompanying this “Proxy Statement”.

notice. Any action on the items of business described above may be considered at the Annual Meeting at the time and on the date specified above or at any time and date to which the Annual Meeting may be properly adjourned or postponed.

The record date for the Annual Meeting was April 25, 2016is August 13, 2019 (the “Record Date”). Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment thereof.

This notice of annual meeting, proxy statement, and accompanying form of proxy card, dated as of August 16, 2019 are filed and are being made publicly available on August 16, 2019, and will be mailed to you on or about August 23, 2019.

Berkeley Heights, New Jersey
April 28, 2016

August 16, 2019

TABLE OF CONTENTS

2 

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in "street name"“street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There are two matters scheduled for a vote:

Proposal 1:Election of Kurt Conti, Liam Ratcliffe, M.D., Ph.D.,Gregory Freitag, Stephen Glover and Robert Spiegel, M.D.Sir Richard Sykes to serve as Class A directors for a three-year term.

until the 2022 Annual Meeting of Stockholders or until their successors are duly elected and qualified.

Proposal 2:Ratification of the selection by the Board of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

2019.

What if another matter is properly brought before the Annual Meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

For the proposal to elect Mr. Conti, Dr. RatcliffeGregory Freitag, Stephen Glover and Dr. SpiegelSir Richard Sykes to the Board, you may either vote "For"“For” or you may "Withhold"“Withhold” your vote, in each case, for all, some or none of the Board’s nominees. For the proposal to ratify the selection of KPMG LLP, you may vote "For"“For” or "Against"“Against” or abstain from voting.

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in person at the Annual Meeting, vote by proxy over the telephone, vote by proxy through the internet, or vote by proxy using a proxy card that you may request or that we may elect to deliver to you. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in person even if you have already voted by proxy.

•

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a notice containing voting instructions from that organization rather than from us. Simply follow the voting instructions in the notice to ensure that your vote is counted. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you owned as of the Record Date.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the internet or in person at the Annual Meeting, your shares will not be voted.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

See "What“What are broker non-votes?"” below.

What if I return a proxy card or otherwise vote but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, "For"“For” the election of each of Mr. Conti, Dr. RatcliffeGregory Freitag, Stephen Glover and Dr. SpiegelSir Richard Sykes as directors and "For"“For” the ratification of the selection of KPMG LLP as our independent registered public accounting firm. If any other matter is properly presented at the Annual Meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the reasonable cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting.

Stockholder of Record: Shares Registered in Your Name

If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

•

Your most current proxy card or telephone or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If your shares are held by your broker, bank or other agent as a nominee, you should follow the instructions provided by your broker, bank or other agent.

When are stockholder proposals and director nominations due for next year'syear’s annual meeting?

Stockholder proposals,including a director nomination, to be considered for inclusion in the proxy statement for the 20172020 annual meeting of stockholders must be received by us no later than January 10, 2017.May 27, 2020. The proposal must comply with SEC regulations regarding the inclusion of stockholder proposals in company-sponsored proxy materials. Upon receipt of any such proposal, we will determine whether or not to include such proposal in the proxy statementfor the 20172020 annual meeting of stockholders and proxy in accordance with regulations governing the solicitation of proxies.

Stockholders who wish to submit a proposal that is not intended to be included in our annual meeting proxy statement but to be presented for consideration at next year’s annual meeting, or who propose to nominate a candidate for election as a director at that meeting, are required by our bylaws to provide notice of such proposal or nomination no later than the close of business on April 22, 2017,July 26, 2020, but no earlier than the close of business on March 23, 2017,June 26, 2020, to be considered for a vote at next year'syear’s annual meeting.

Any proposal, nomination or notice must contain the information required by our bylaws and be delivered to our principal executive offices at Edge Therapeutics, Inc.,PDS Biotechnology Corporation, c/o Corporate Secretary, 200300 Connell Drive, Suite 1600,4000, Berkeley Heights, NJ 07922.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for the proposal to elect each of Mr. Conti, Dr. RatcliffeGregory Freitag, Stephen Glover and Dr. Spiegel,Sir Richard Sykes, votes "For," "Withhold"“For,” “Withhold” and broker non-votes; and, with respect to the proposal to ratify the selection of KPMG LLP, votes "For"“For” and "Against,"“Against,” abstentions and, if applicable, broker non-votes. Abstentions will have the same effect as an "Against"“Against” vote for the proposal to ratify the selection of KPMG LLP. Because a director nominee is elected by the affirmative vote of the holders of a plurality of the shares of common stock voted, abstentions will have no effect on the vote for the proposal to elect each of Mr. Conti, Dr. RatcliffeGregory Freitag, Stephen Glover and Dr. Spiegel.Sir Richard Sykes. Broker non-votes have no effect and will not be counted towards the vote total for any proposal.

What are "broker non-votes"?

“broker non-votes?”

Broker non-votes occur when a beneficial owner of shares held in "street name"“street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed "non-routine."“non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be "routine,"“routine,” but not with respect to "non-routine"“non-routine” matters. Under the rules and interpretations of NASDAQ, "non-routine"Nasdaq, “non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested) and executive compensation, including the advisory stockholder votes on executive compensation and on the frequency of stockholder votes on executive compensation.

How many votes are needed to approve each proposal?

•

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least a majority of the outstanding shares entitled to vote are present at the Annual Meeting in person or represented by proxy. On the Record Date, there were 28,814,3175,278,850 shares outstanding and entitled to vote. Thus, the holders of 14,407,1592,639,425 shares must be present in person or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairman of the Annual Meeting or the holders of a majority of shares present at the Annual Meeting in person or represented by proxy may adjourn the Annual Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

Who can help answer your questions?

If you have questions about the Annual Meeting or would like additional copies of this Proxy Statement, you should contact our Secretary, W. Bradford Middlekauff,Andrew Saik at Edge Therapeutics, Inc., 200PDS Biotechnology Corporation, 300 Connell Drive, Suite 1600,4000, Berkeley Heights, NJ 07922.

EXPLANATORY NOTE

Annual Report

Prior to March 15, 2019, we were a clinical-stage biotechnology company known as Edge Therapeutics, Inc (“Edge”). On written request,March 15, 2019, we will provide, without charge,completed our business combination with privately held PDS Biotechnology Corporation, a copy of our Annual Report on Form 10-K (including a list briefly describing the exhibits thereto)Delaware corporation (“Private PDS”), filedin accordance with the SEC,terms of an Agreement and Plan of Merger and Reorganization, dated as of November 23, 2018, as amended on January 24, 2019 (the “Merger Agreement”), that we entered into with Private PDS and Echos Merger Sub, Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”). Pursuant to any record holder or beneficial ownerthe terms of the Merger Agreement, Merger Sub merged with and into Private PDS (the “Merger”), with Private PDS continuing as our wholly owned subsidiary and the surviving corporation of the Merger. At the closing of the Merger, we issued shares of our common stock to Private PDS stockholders based on an agreed upon exchange ratio, and each option or warrant to purchase Private PDS capital stock became an option or warrant, respectively, to purchase our common stock, subject to adjustment in accordance with the agreed upon exchange ratio. Following the closing of the Merger, approximately 82,792,437 pre-Reverse Stock Split shares of our common stock were issued or are issuable to Private PDS’s stockholders, warrantholders and optionholders, at an exchange rate of approximately 6.5240 pre-Reverse Stock Split shares of our common stock in exchange for each share of Private PDS capital stock outstanding immediately prior to the Merger, we effected a reverse stock split at a ratio of one new share for every twenty shares our common stock then-outstanding (the “Reverse Stock Split”), our name was changed to PDS Biotechnology Corporation, the name of Private PDS was changed to PDS Operating Corporation, the business of Private PDS became our business, and we became a clinical-stage biopharmaceutical company focused on developing multi-dimensional cancer immunotherapies that are designed to overcome the limitations of the current approaches. In connection with the closing of the Merger, our stock began trading on the Record Date orNasdaq Capital Market under the symbol “PDSB” on March 18, 2019. Unless otherwise noted, all references to any person who subsequently becomes such a record holder or beneficial owner. Requests should be directedcommon stock share amounts and prices per share of common stock in this proxy statement give effect to the attention of our Chief Financial Officer atMerger and the address set forth above.

EXPLANATORY NOTE

We are an “emerging growth company” under applicable federal securities laws and therefore permittedReverse Stock Split. As used herein, the word “Edge” refers to take advantage of certain reduced public company reporting requirements. As an emerging growth company, we provide in this Proxy Statement the scaled disclosure permitted underCompany prior to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), including the compensation disclosures required of a “smaller reporting company,” as that term is defined in Rule 12b-2 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). In addition, as an emerging growth company, we are not required to conduct votes seeking approval, on an advisory basis,completion of the compensation ofMerger and the terms the “Company” and “PDS” refer to our named executive officers orcompany immediately following the frequency with which such votes must be conducted. We will remain an “emerging growth company” until the earliest of (i) the last daycompletion of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) December 31, 2020; (iii) the date on which we have issued more than $1 billion in nonconvertible debt during the previous three years; or (iv) the date on which we are deemed to be a large accelerated filer under the rules of the SEC.Merger.

8 

CLASS A NOMINEES FOR ELECTION FOR A THREE-YEAR TERM EXPIRING AT THE 2019 2022 ANNUAL MEETING

Kurt Conti

Gregory Freitag J.D., CPA

Mr. ContiFreitag has served on ourPDS’s board of directors since June 2010.December 2014. Mr. Conti has beenFreitag currently serves as the CEOGeneral Counsel and a member of the board of directors of Axogen, Inc. (NASDAQ: AXGN) and previously served as its Chief Financial Officer and Senior Vice President of the Conti Group since 1995. The Conti Group, originally founded in 1906,Business Development. Axogen, Inc. is a global developerleading regenerative medicine company dedicated to peripheral nerve repair. Mr. Freitag was Chief Executive Officer, Chief Financial Officer and buildera board member from June 2010 through September 2011 of capital asset projects. Under his guidance, The Conti Group has completed over $4 billionLecTec Corporation, an intellectual property licensing and holding company that merged with Axogen in projects in 14 countries in the infrastructure, energy, industrial, environmental and security markets. An honors graduate in Civil Engineering from Villanova University,September 2011. Mr. Conti received the College of Engineering’s Alumni Award for Outstanding Leadership. HeFreitag is a Harvard Universityprincipal of FreiMc, LLC, a health care and life science consulting and advisory firm he founded that provides strategic guidance and business development services. Prior to founding FreiMc, Mr. Freitag was a Director of Business School alumnusDevelopment at Pfizer Health Solutions, a former subsidiary of Pfizer, Inc. and worked for Guidant Corporation in their business development group. Prior to Guidant Corporation, Mr. Freitag was the Chief Executive Officer of HTS Biosystems, a biotechnology tools start-up company and was the Chief Operating Officer, Chief Financial Officer and General Counsel of Quantech, Ltd. Prior to Quantech, Mr. Freitag practiced corporate law in Minneapolis, Minnesota. Mr. Freitag is also a director of the Owner/President Management Program, andFoundation Board of HealthEast Care System, a recipient of Ernst & Young’s prestigious Entrepreneur of the Year award.

Ourhealth care system in Minnesota. The board of directors believes that Mr. Conti’s significantFreitag’s leadership, legal, corporate governance and accounting experiences and knowledge, as well as his familiarity with the life sciences industry and PDS, provide him with the qualifications and skills to serve as a director.

Stephen Glover

Mr. Glover joined PDS Biotech’s Board of Directors in April 2019 and is the Chairman of the Board of Directors. Mr. Glover is the Co-Founder and Managing Principal for Asclepius Life Sciences Fund, LP, and the Co-Founder, President and CEO of ZyVersa Therapeutics (formerly Variant Pharmaceuticals), a clinical-stage specialty biopharmaceutical company focused on developing drugs to treat inflammatory and renal diseases. Mr. Glover has extensive experience executing biopharmaceutical company turnarounds and growing top line revenues, with a focus on pharmaceutical business strategy corporate development, product development, commercialization and business optimization. His vast experience in managing his own companyspans Fortune 100, start up and entrepreneurial environments and his servicetransaction experience covers over 25 transactions totaling over $10 billion. His strategic and operational experience, which covers most therapeutic classes of biopharmaceuticals, includes strategic planning, corporate development, operations management, product development, clinical and regulatory, product marketing and sales management. Prior to co-founding ZyVersa, Mr. Glover was Co-Founder and Chief Business Officer of Coherus BioSciences, a late-stage commercial biologics platform Company focused on various executive boardsdelivering biosimilar therapeutics which went public in 2014. Previously, he was President of Insmed Therapeutic Proteins and advisory committeesEVP and Chief Business Officer of Insmed Incorporated, where he was responsible for the creation of the Company’s biosimilar business unit and divestiture of that business to Merck and led the strategic review process that resulted in the merger of Insmed and Transave. Prior to joining Insmed, Mr. Glover held senior-level positions in sales, marketing and operations at Andrx Corporation, Roche Laboratories, Amgen and IMS Health. He currently serves as a Director of ZyVersa Therapeutics, Incon and Asclepius, as well as a BOD member of the Coulter Foundation as the University of Miami U Innovation Life Sciences Office. He holds a bachelor’s degree in Marketing from Illinois State University. Our Board of Directors believes Mr. Glover’s broad industry experience as well as his experience as a founder and strategic leader provides him with the qualifications and skills to serve as a director.

Sir Richard Sykes

Liam Ratcliffe, M.D., Ph.D.Sir Richard Sykes has served on PDS’s board of directors since December 2014. He is currently Chairman of Imperial College Healthcare King Edward V11 Hospital, Chairman of the Royal Institution of Great Britain, Chairman of the UK Stem Cell Foundation, Chairman of Omnicyte and NetScientific. He was appointed Chancellor of Brunel University in 2013. Prior to that, he was Senior Independent Director and non-executive Chairman of ENRC from 2007 to June 2011, Chairman of NHS London from December 2008 to July 2010, Rector of Imperial College London from 2000 to 2008. He was a non-executive director of Rio Tinto plc from 1997 to 2007, and senior independent director from 2004 to 2007. He has over 30 years’ experience within the

biotechnology and pharmaceutical industries field, serving as Chief Executive and Chairman of GlaxoWellcome from 1995 to 2000 and then as Chairman of GlaxoSmithkline until 2002. Internationally he is Chairman of the International Advisory Board, A*Star Biomedical Research Council, Singapore and a Board member of EDBI. He was awarded Honorary Citizenship of Singapore in 2004 for his contribution to the development of the country’s biomedical sciences industry. Sir Richard holds a number of degrees and awards from Institutions both in the UK and overseas. He is a Managing Director at New Leaf Venture Partners,Fellow of the Royal Society and concentrates on biopharmaceutical investing. Dr. Ratcliffe joined New Leaf in September 2008. Dr. Ratcliffe was previously Senior Vice PresidentAcademy of Medical Sciences, and Development Head for Pfizer Neuroscience, as well as Worldwide Headan Honorary Fellow of Clinical Researchthe Royal Academy of Engineering, Royal Society of Chemistry, Royal Pharmaceutical Society, Royal College of Pathologists and Development. Additional positions during his 12 years at Pfizer included Vicethe Royal College of Physicians. He is also President of Exploratory Development for the Mid West region (based in Ann Arbor, MI),R and HeadD Society, a position he has held since 2002. He is a Fellow of ExperimentalImperial College London and the Imperial College School of Medicine, at Pfizer’s Sandwich, UK Laboratories. Dr. Ratcliffe received his M.D. degreeKing’s College London and Ph.D. degree in immunology from the University of Cape Town and his M.B.A. degree from the University of Michigan. He completed his internal medicine training and fellowship in Immunology at Groote Schuur Hospital and associated teaching hospitals in Cape Town, South Africa. Dr. Ratcliffe serves on several academic and industry advisory boards, as well as a director on the boardsHonorary Fellow of the following biopharmaceutical companies: Afferent Pharmaceuticals, Arvinas, Inc., Calchan Ltd., Deciphera Pharmaceuticals, Karus TherapeuticsUniversities of Wales and Unum Therapeutics.

OurCentral Lancashire. Sir Richard received a Knighthood in the 1994 New Year’s Honours list for services to the pharmaceutical industry. The board of directors believes that Dr. Ratcliffe’sSir Richard’s extensive leadership experience, experience in biopharmaceutical product development, deep understanding of pharmaceutical development, and broad experience within the biopharmaceutical industrybiotechnology and investing in life sciences companies, as well as his medical and scientific background,pharmaceutical industries provide him with the qualifications and skills to serve as a director.

Robert Spiegel, M.D.

Dr. Spiegel has served on our board of directors since August 2013. He has been an Associate Professor at Weill Cornell Medical College since 2012 and is an Advisor at Warburg Pincus, LLC. He also serves as Chief Medical Officer of PTC Therapeutics, Inc. (NASDAQ: PTCT). Prior to joining our board of directors, Dr. Spiegel spent more than 25 years at Schering-Plough Corporation where he was involved in clinical development, prior to retiring in 2009 from his position as Chief Medical Officer and Senior Vice President of the Schering-Plough Research Institute. Dr. Spiegel serves as a member of the board of directors of Geron Corporation (NASDAQ: GERN), a biotechnology oncology company, where he also serves on the compensation committee, Sucampo Pharmaceuticals where he serves on the compensation and audit committees, and Avior Computing Corporation, a governance risk and compliance process technology company. He was previously a director of Talon Therapeutics, Inc. (formerly Hana Biosciences, Inc.), a biopharmaceutical oncology company, where he also served on the audit committee, and Clavis Pharma ASA, a pharmaceutical company based in Oslo, Norway. Dr. Spiegel holds a B.A. from Yale University and an M.D. from the University of Pennsylvania. Following a residency in internal medicine, he completed a fellowship in medical oncology at the National Cancer Institute and held academic positions at the National Cancer Institute and New York University Cancer Center.

Our board of directors believes that Dr. Spiegel’s extensive medical experience in biopharmaceutical product development, deep understanding of pharmaceutical research and development, and broad expertise in gaining regulatory approval for drug candidates provide him with the qualifications and skills to serve as a director.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE IN FAVOR OF ITS NOMINEES.

CLASS B DIRECTORS CONTINUING IN OFFICE UNTIL THE 20172020 ANNUAL MEETING

Isaac Blech

James J. Loughlin

Mr. Blech has served as Vice Chairman of ourLoughlin joined PDS’s board of directors since January 2013. His current roles include Founder and Director of Cerecor, Inc. (NASDAQ: CERC), a CNS company, Director of ContraFect Corporation (NASDAQ: CFRX), an infectious disease company, Director of Medgenics, Inc. (NYSE: MDGN), a biotechnology company, and Vice Chairman of InspireMD (NYSE: NSPR), a stent company.following the merger with Edge Therapeutics in March 2019. He is Vice Chairman of Centrexion Corporation, a private company which is developing new modalities of pain control, Vice Chairman of Regenovation, Inc., a private company developing new ways to regenerate human tissue, Vice Chairman of X4 Pharmaceuticals, a private cancer immunology company, Vice Chairman of Sapience Therapeutics, a private oncology company and Vice Chairman of Aridis Pharmaceuticals, a private company with a product to treat pneumonia. He also serves as Vice Chairman of WaveGuide Corporation, a private company developing the world’s smallest NMR machine. He is also Vice Chairman of SpendSmart Networks, Inc., a private electronic rewards company and Vice Chairman of root9B Technologies, a private cyber security company. Over the past 35 years, Mr. Blech has founded and served on the board of companies which have produced major advances in a broad array of diseases, including the diagnosis of chlamydia, herpes, syphilis and HIV, and the treatment of cystic fibrosis, sexual dysfunction, multiple myeloma and brain cancer. The companies he established include Celgene Corporation, ICOS Corporation, Nova Pharmaceutical Corporation, Pathogenesis Corporation and Genetics Systems Corporation.

Our board of directors believes that Mr. Blech’s broad experiences as a founder, director and investor in numerous biotechnology companies provide him with the qualifications and skills to serve as a director.

James Loughlin

Mr. Loughlin has served on ourEdge’s board of directors since November of 2011. Since 2007, he has served on the board of Celgene Corporation (NASDAQ: CELG), where he is chairmanchair of the audit committee and a member of the compensation committee. He is a member of the board and chair of the audit committee of InspireMD (NASDAQ: NSPR). Mr. Loughlin retired in 2003 after 40 years at KPMG LLP, a leading professional accounting and business consulting firm. As a partner at KPMG, he served for five years as a member of the board as well as National Director of the Pharmaceuticals Practice and as Chairman of the pension and investment committee of the KPMG Board from 1995 through 2001. Mr. Loughlin is a certified public accountant and received his B.S. degree in Accounting from St. Peter’s University in 1964.

Our The board of directors believes Mr. Loughlin’s valuable experiences as national director of the pharmaceuticals practice at KPMG LLP, an extensive background in accounting and financial reporting, and prior service on the board of directors of other publicly-held biopharmaceutical companies, provide him with the qualifications and skills to serve as a director.

R. Loch Macdonald, M.D., Ph.D.Andrew Saik

Dr. Macdonald, one of our co-founders,Mr. Saik has served on our board of directors and as ourbeen PDS’s Chief ScientificFinancial Officer since inception. Dr. Macdonald is a scientist, researcher and neurosurgeon and a recognized expert on brain hemorrhage, including Delayed Cerebral Ischemia (“DCI”). Fordirector since March 15^th, 2019. Mr. Saik was most recently Chief Financial Officer at Edge Therapeutics, Inc., since October 2017 where he led the past 20 years, his research interest has focused on improving patient outcome after brain hemorrhage, withIR function and created a specific focus on developing a curebusiness development function to help grow the company. Mr. Saik managed the external messaging of the company and helped prepare for cerebral vasospasm and DCI. From 2007 to 2015, he served as Keenan Endowed Chair, Head, Divisioncommercialization of Neurosurgery at St. Michael’s Hospital. He is currently Professor of Neurosurgery at the University of Toronto.its primary asset. Prior to St. Michael’s Hospital,Edge Mr. Saik was CFO at Vertice Pharma, LLC, from August 2015 where he managed secured a $300 million commitment to fund acquisitions from a prominent private equity firm. Previously, he was ProfessorChief Financial Officer at Auxilium Pharmaceuticals, Inc., from August 2014 to April 2015, where he helped lead the execution of SurgeryAuxilium’s growth strategy and Radiation & Cellular Oncologyexecuted a $75M cost reduction program, took out $50M accordion on Term Loan to ensure liquidity though restructuring and negotiated a definitive agreement to sell the company for $33.25 per share (up from $17.51) resulting in an 85% increase in share price in six months. From February 2013 to August 2014 Mr. Saik was Senior Vice President, Finance and Treasurer at Endo Health Solutions, Inc., where he was responsible for internal and external reporting, global consolidations of M&A transactions, cash management, debt financing and risk management. During his tenure at Endo, he helped complete the University Of Chicago Medical Center. Dr. Macdonaldacquisition of Paladin Labs and restructured $3B of debt into a new corporate structure. Prior to Endo, Mr. Saik served in senior financial management roles with increasing responsibility at Valeant Pharmaceuticals International, including Senior Vice President, Finance and CFO of the Specialty Pharmaceutics Business. At Valeant he also had operational responsibility for the $3B specialty pharmaceutical business where he actively managed the commercial, manufacturing, and research and development operations. He holds an M.D.a Master of Business Administration from the University of British ColumbiaSouthern California and a Ph.D. in Experimental Surgery from the UniversityBachelor of Alberta. He completed his Neurosurgery residency at the University of Toronto.

Our board of directors believes Dr. Macdonald’s experience in the field of neurosurgery, as well as his expertise in the area of brain hemorrhage, provide him with the qualifications and skills to serve as a director.

CLASS C DIRECTORS CONTINUING IN OFFICE UNTIL THE 2018 ANNUAL MEETING

Sol Barer, Ph.D.

Dr. Barer has served on our board of directors since September 2011 and has been Chairman of our board of directors and compensation committee since January 2013. He is the Managing Partner of SJ Barer Consulting and was a Chairman and CEO of Celgene Corporation. Dr. Barer spent 24 years at Celgene as, among other positions, President, COO and CEO, as well as its Executive Chairman and Chairman before retiring in June 2011. Dr. Barer currently serves as Lead Independent Director of the Board of ContraFect Corporation (NASDAQ: CFRX), a biotechnology company; Chairman of the Board of Medgenics, Inc. (NYSE: MDGN), a genomic medicine company, and Chairman of the Board of InspireMD, Inc. (NASDAQ: NSPR), a medical device company. He also is on the Board of Directors of Aegerion Pharmaceuticals, Inc. (NASDAQ: AEGR), Teva Pharmaceutical Industries Ltd. (NYSE: TEVA) and Amicus Therapeutics, Inc. (NASDAQ: FOLD). Dr. Barer holds a B.S. from Brooklyn College. He earned his Ph.D. in Organic Chemistry from Rutgers University.

Our board of directors believes Dr. Barer’s broad industry experience, as well as his significant experience on the boards of other public companies, provide him with the qualifications and skills to serve as a director.

James I. Healy, M.D., Ph.D.

Dr. Healy joined our board of directors in April 2015. Dr. Healy has been a General Partner of Sofinnova Ventures, a venture capital firm, since June 2000. Prior to June 2000, Dr. Healy held various positions at Sanderling Ventures, Bayer Healthcare Pharmaceuticals (as successor to Miles Laboratories) and ISTA Pharmaceuticals, Inc. Dr. Healy is currently on the board of directors of Ascendis Pharma A/S (NASDAQ: ASND), Auris Medical Holding AG (NASDAQ: EARS), Coherus BioSciences, Inc. (NASDAQ: CHRS), Amarin Corporation PLC (NASDAQ: AMRN), Natera, Inc. (NASDAQ: NTRA) and several private companies. Previously, he served as a board member of InterMune, Inc. (NASDAQ: ITMN), Anthera Pharmaceuticals, Inc. (NASDAQ: ANTH), Durata Therapeutics, Inc. (NASDAQ: DRTX), CoTherix, Inc. (NASDAQ: CTRX), KaloBios Pharmaceuticals, Inc. (NASDAQ: KBIO), Hyperion Therapeutics, Inc. (NASDAQ: HPTX) and several private companies. Dr. Healy holds an M.D. and a Ph.D. in Immunology from the Stanford School of Medicine and holds a B.A. in Molecular Biology and a B.A. in Scandinavian StudiesArts from the University of California, at Berkeley.

Our boardLos Angeles. The Board of directorsDirectors believes that Dr. Healy’s experience in the pharmaceutical industry and investing in life sciences companies, as well as his medical and scientific background, provide him with the qualifications and skills to serve as a director.

Brian A. Leuthner

Mr. Leuthner, one of our co-founders, has been our President and CEO since our inception in January 2009 and has also served on our board of directors since such time. He has more than 27 years of experience in the hospital acute care marketplace, with a specific expertise in critical care and neurocritical care. Prior to founding our company, Mr. Leuthner was the CEO of Fontus Pharmaceuticals, Inc. from 2007 to 2008, the Senior Head of Marketing for The Medicines Company (NASDAQ: MDCO) from 2005 to 2007 and the Director of Market Development for ESP Pharma, Inc. from 2003 to 2005. He also held marketing and sales positions of significant responsibility at Burroughs Wellcome and Company, Glaxo Wellcome plc and Johnson & Johnson (NYSE: JNJ). Mr. Leuthner received his B.S. and M.B.A. degrees from the University of North Carolina at Chapel Hill.

Our board of directors believes Mr. Leuthner’sSaik’s perspective and experience as our President and CEO,PDS’s Chief Financial Officer, as well as his depth of operating and senior management experience in ourthe pharmaceuticals industry and educational background, provide him with the qualifications and abilities to serve as a director.

13 CLASS C DIRECTORS CONTINUING IN OFFICE UNTIL THE 2021 ANNUAL MEETING

Frank Bedu-Addo, Ph.D.

Dr. Bedu-Addo, one of the founders of PDS, has served as a director, president, and CEO of PDS since its inception in 2005. Dr. Bedu-Addo is a veteran biotech executive with experience successfully starting and growing biotechnology organizations. He has been responsible for the development and implementation of both operational and drug development strategies, supervising and managing both large organizations and emerging biotechnology companies. Dr. Bedu-Addo was a founding and senior executive at KBI BioPharma, Inc. As Vice President of Drug Development, he oversaw all business and drug development operations. Before his tenure at KBI, he successfully started and managed Cardinal Health’s East Coast biotechnology drug development operations. Prior to Cardinal Health, Dr. Bedu-Addo was an Associate Director at Akzo-Nobel, Senior Scientist at Elan (The Liposome Co.), and Principal Scientist at Schering-Plough. In these positions, he contributed to the development of numerous drugs, including antiviral and anticancer products. Dr. Bedu-Addo obtained his M.S. in Chemical Engineering and Ph.D. in Pharmaceutics from the University of Pittsburgh. The board of directors believes that Dr. Bedu-Addo’s perspective and experience as PDS’s President and CEO, as well as his depth of operating and senior management experience in the pharmaceuticals industry and educational background, provide him with the qualifications and abilities to serve as a director.

De Lyle W. Bloomquist

Mr. Bloomquist has served on PDS’s board of Directors since December 2014. Mr. Bloomquist retired in March 2015 as the President, Global Chemicals Business for Tata Chemicals Ltd. as well as the President, CEO and Director of Tata Chemicals North America Inc. (the former General Chemical Industrial Products Inc.), which he was instrumental in selling to Tata Chemicals for over $1 billion in 2008. During his 28-year career, he held positions in finance, manufacturing, sales & marketing, logistics and general management. He has experience in taking companies public and private, raising financing in the public markets as well as with banks and private investors. Mr. Bloomquist serves on the Board of Directors for Rayonier Advanced Materials Inc. (NYSE: RYAM), Crystal Peak Minerals Inc. (TSXV: CPM), Gran Colombia Gold Corporation (TSX: GCM), PDS Biotechnology Corporation, Huber Engineered Materials, and Vivos Therapeutics Inc., and has served in the past on the Board of Directors of ANSAC, Oglebay Norton Corporation, a number of Tata Chemicals entities, and Costa Farms. He currently serves on the compensation and audit committees of RYAM; the technical, finance and audit committees of CPM; the audit committee of GCM; and the nomination and governance, and compensation committees of Vivos Therapeutics. He also serves on the Board of Business Advisors for the Tepper School of Business at Carnegie Mellon University. The board of directors believes that Mr. Bloomquist’s experience serving on public company board of directors, financial and managerial experience, and knowledge of PDS provide him with the qualifications and skills to serve as a director.

CORPORATE GOVERNANCE

Management Following the Merger

In connection with the Merger, the Company’s board was fixed at seven members, four of whom were designated by Private PDS and three of whom were designated by Edge. The Edge designees were Andrew Saik, James J. Loughlin and Robert Spiegel, M.D. The Private PDS designees were Frank Bedu-Addo, Ph.D., Gregory Freitag, J.D., CPA, De Lyle W. Bloomquist and Sir Richard Sykes. In connection with the Merger, Brian Leuthner, Sol Barer, Ph.D., Isaach Blech, Rosemary Crane, Liam Ratcliffe, M.D., Ph.D., and R. Loch Macdonald, M.D., Ph.D. resigned from Edge’s Board. Robert Spiegel, M.D. resigned from the Company’s board of directors on March 26, 2019, in order to focus his time on his other professional endeavors. On April 2, 2019, the Company’s board of directors appointed Stephen Glover as a director. Following the Merger, the Company’s board of directors ratified and adopted all of Edge’s corporate policies and procedures, including all outstanding committee charters.

Independence of the Board of Directors

As required under the NASDAQNasdaq listing standards, a majority of the members of a listed company'scompany’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. The Board consults with our counsel to ensure that the Board'sBoard’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of "independent,"“independent,” including those set forth in pertinent listing standards of NASDAQ,Nasdaq, as in effect from time to time.

The Board has undertaken a review of the independence of our directors and has determined that all of our directors, except Mr. LeuthnerFrank Bedu-Addo, Ph.D. and Dr. MacdonaldAndrew Saik, are independent within the meaning of Section 5605(a)(2) of the NASDAQ Stock Market listing rules and that Messrs. Conti and Loughlin and Dr. Healy meet the additional tests for independence for Audit Committee members imposed by Rule 10A-3 under the Exchange Act and Section 5605(c)(2)(A) of the NASDAQNasdaq Stock Market listing rules. Mr. LeuthnerDr. Bedu-Addo is not an independent director under these rules because he is our President and Chief Executive Officer, and Dr. MacdonaldMr. Saik is not an independent director under these rules because he is our Chief ScientificFinancial Officer.

Board Leadership Structure

The Board has appointed Dr. BarerMr. Stephen Glover as Chairman of the Board and Mr. Blech as Vice Chairman of the Board. The Chairman has the authority, among other things, to preside over Board meetings, to set meeting agendas and to perform all other duties delegated to him from time to time by the Board. We believe that separation of the positions of Board Chair and Chief Executive Officer reinforces the independence of the Board in its oversight of our business and affairs. In addition, we believe that having an independent Chairman creates an environment that is more conducive to objective evaluation and oversight of management’s performance, increasing management accountability and improving the ability of the Board to monitor whether management’s actions are in our best interests and the best interests of our stockholders. As a result, we believe that having an independent Chairman can enhance the effectiveness of the Board as a whole.

Role of the Board in Risk Oversight

One of the Board'sBoard’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us. Our Audit Committee has the responsibility to review and discuss with management and KPMG LLP, the Company’s independent auditors, as appropriate, our guidelines and policies with respect to risk assessment and risk management, including our major financial risk exposures and the steps taken by management to monitor and control these exposures. Our Nominating and Corporate Governance Committee is responsible for developing our corporate governance principles, and periodically reviews these principles and their application. Our Compensation Committee reviews our practices and policies of employee compensation as they relate to risk management and risk-taking incentives, to determine whether such compensation policies and practices are reasonably likely to have a material adverse effect on us.

Meetings of the Board of Directors

TheEdge’s Board met ten (10) times and Private PDS’s Board met four (4) times during the 2015 fiscal year.year ended December 31, 2018. All directors attended at least 75% of the aggregate number of meetings of the Board and of the committees on which they served held during 20152018 or the portion thereof for which they were directors or committee members

members.

Information Regarding Committees of the Board of Directors

The Board has established an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership information as of December 31, 2015the Record Date for each of these standing Board committees. From time to time, our Board and committees also take action by written consent without a meeting. Each of our Board committees has authority to engage legal counsel or other experts or consultants, as it deems appropriate to carry out its responsibilities.

employment without cause, and such termination was not in connection with a change in control, such executives arewere entitled to receive 12 months of continued base salary, to be paid in accordance with ourEdge’s normal payroll practices, plus 12 months of COBRA premium reimbursement.

reimbursements for the executive and his eligible dependents.

The employment agreements for our executives provideEdge’s named executive officers provided enhanced severance payments upon certain employment terminations that occuroccurred in connection with a change in control. Mr. Leuthner’s employment agreement providesprovided that if Mr. Leuthner terminatesterminated his employment for good reason within 12 months following a change in control or if we terminateEdge terminated Mr. Leuthner’s employment other than for cause (i) within the 60-day period prior to a change in control or (ii) within the 12-month period following a change in control, then Mr. Leuthner would behave been entitled to receive the same severance benefits as provided above, plus a payment equal to 1.5 times his target bonus opportunity and accelerated vesting of all unvested equity awards that did not provide for double-trigger vesting (with performance-based awards, if any, to vest at not less than target).

The employment agreements for Drs. MacdonaldDr. Faleck and Faleck provideMessrs. Saik, Middlekauff and Leuthner provided that if they terminateterminated their employment for good reason within 12 months following a change in control or if we terminateEdge terminated the executive’s employment other than for cause (i) within the 60-day period prior to a change in control or (ii) within the 12-month period following a change in control, then, in each case, Drs. Macdonald and Faleckthe executive would behave been entitled to receive the same severance benefits as if such termination was not in connection with a change in control. In addition, each executive would behave been entitled to accelerated vesting of all unvested equity awards that did not provide for double-trigger vesting (with performance-based awards, if any, to vest at not less than target).

In addition, Dr. Faleck’s employment agreement provided that if his employment terminated for any reason (other than for cause) after attaining age 55 and having completed five consecutive years of service to Edge, Dr. Faleck’s unvested options, stock appreciation rights and restricted stock (if any) would remain outstanding and continue to vest, according to the terms of such equity awards, for three years following such termination or, if earlier, until such award is 100% vested.

Each executive’sEdge named executive officer’s employment agreement also providesprovided for full vesting of all outstanding and unvested equity awards upon a change in control (with performance-based awards, if any, to vest at not less than target).

However, as described above, Edge’s Compensation Committee decided to utilize a “double trigger” vesting approach for option grants made to Edge named executive officers in March 2017 and during the period from March 2017 to the present, and intended to use this approach for future grants (though it reserved the right to use a single trigger approach for any future equity awards). The stock option grants made to Edge named executive officers in March 2017 and during the period from March 2017 through the consummation of the Merger provided for accelerated vesting in connection with a change in control only if the Edge named executive officer’s employment was terminated due to his death or disability, by Edge without cause or by the executive for good reason, in each case, within 12 months immediately following the change in control, and the double trigger vesting feature in these option grants superseded any provision in the Edge named executive officer’s employment agreement specifying single trigger vesting.

The following table sets forth potential payments payable to ourEdge named executive officers upon a termination of employment without cause or resignation for good reason orand a termination of employment without cause or resignation for good reason in connection with a change in control. The table below reflects amounts payable to ourEdge named executive officers assuming their employment was terminated on December 31, 20152018 and, if applicable, a change in control also occurred on such date: