Item 4 — Purpose of Transaction
The information set forth in Item 3 of this Schedule is incorporated herein by reference. The Reporting Person acquired their shares of Common Stock, Pre-Funded Warrants and Common Warrants as an investment in the ordinary course of business. At the Milestone Closing, which will be triggered by the Issuer's submission of a registrational Phase 3 clinical trial protocol for PDS0301 designed in collaboration with Nant Capital to the U.S. Food & Drug Administration (the "Milestone Event"), Nant Capital, along with certain other PIPE Investors, will be obligated to purchase and the Issuer will be obligated to issue to Nant Capital shares of Comon Stock or Pre-Funded Warrants in lieu thereof for an aggregate subscription amount of $10,000,000. The purchase price per share of Common Stock at the Milestone Closing is equal to $0.22, subject to adjustment for stock splits, stock dividends, stock combinations and similar transactions. The purchase price per Pre-Funded Warrant is equal to $0.21967. The Milestone Closing will occur no later than the fifth (5th) business day after the Milestone Event. The number of securities purchase by Nant Capital in the Milestone Closing will be subject to a 19.9% beneficial ownership limitation. On September 14, 2026, the Reporting Person, who is the sole member of Nant Capital, and James Banaag, the Senior Vice President Finance, Corporate Strategy of NantWorks, LLC ("NantWorks"), an affiliate of the Reporting Person, were each appointed to the Issuer's board of directors. From and after the Initial Closing, for so long as Nant Capital beneficially owns fifteen (15) percent or more of the Company's outstanding Common Stock (including, solely for this purpose, shares of Common Stock issuable upon exercise of the Pre-Funded Warrants), Nant Capital will have the right, but not the obligation, to designate two (2) individuals for appointment to the Issuer's board of directors, one of whom shall be the Reporting Person. The Reporting Person, either directly or indirectly through Mr. Banaag, may engage in discussions from time to time with the Issuer's board of directors, the Issuer's management or the Issuer's other stockholders. These discussions may be with respect to (i) acquiring or disposing of the shares or other securities of the Issuer; (ii) maintaining or changing the Issuer's business, operations, governance, management, strategy or capitalization, or (iii) implementing transactions that may related to or may result in any matter set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D. Additionally, the Reporting Person may acquire additional securities at the Milestone Closing described above, or through open market transactions, privately negotiated transactions or other methods. At the Initial Closing, the Issuer and NantWorks, an affiliate of the Reporting Person, entered into an Option to Negotiate for an Exclusive License Agreement (the "Option Agreement"), pursuant to which the Issuer will grant NantWorks an exclusive right (the "Exclusive Right") to negotiate an exclusive license agreement with respect to all rights, title and interests in and to the PDS0101 program in exchange for a payment to the Issuer of $25,000. The Exclusive Right remains in effect for a period of one (1) year following the date of the Initial Closing. (a) The Reporting Person at any time and from time to time may acquire additional shares of Common Stock, Pre-Funded Warrants and/or Common Warrants or dispose of any or all of the shares of Common Stock, Pre-Funded Warrants and/or Common Warrants that the Reporting Person owns depending upon an ongoing evaluation of his investment in the shares of Common Stock, Pre-Funded Warrants and/or Common Warrants, prevailing market conditions, other investment opportunities, other investment considerations or other factors. (b) - (j) Except as disclosed in this Schedule, the Reporting Person has no plans or proposals which relate to, or could result in, any matters referred to in paragraphs (b) through (j) inclusive of the instructions to Item 4 of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider his position or change his purpose or formulate plans or proposals with respect thereto.