Inovio Pharmaceuticals, Inc. Form 8-K (April 3, 2020)

Summary

Inovio Pharmaceuticals, Inc. reported in this Form 8-K that on April 3, 2020 it entered into an At-The-Market Equity Offering Sales Agreement with Stifel, Nicolaus & Company, Incorporated, covering common stock with an aggregate offering price of up to $150,000,000, with a commission of up to 3.0% of gross sales proceeds. Under Item 8.01 it disclosed a purported shareholder class action, McDermid v. Inovio Pharmaceuticals, Inc. and J. Joseph Kim, filed March 12, 2020, in the United States District Court for the Eastern District of Pennsylvania. The complaint alleges false and misleading statements about the company's COVID-19 vaccine development and seeks unspecified monetary damages; the company says it intends to defend vigorously.

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT
REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 3, 2020

Inovio Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware | 001-14888 | 33-0969592
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.)

660 W. Germantown Pike, Suite 110

Plymouth Meeting, PA 19462

(Address of principal executive offices, including zip code)

(267) 440-4200

(Registrant’s telephone number, including area code)

N/A

(Former name or
former address, if changed since last report)

Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol(s) | Name of each exchange on which registered
Common Stock, $0.001 par value | INO | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐

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Item 1.01. Entry into a Material Definitive Agreement.

On April 3, 2020, Inovio Pharmaceuticals, Inc. (the “ Company ”) entered into an At-The-Market Equity Offering Sales Agreement (the “ Sales Agreement ”) with Stifel, Nicolaus & Company, Incorporated (“ Stifel ”) under which the
Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share (the “ Common Stock ”), through Stifel as its sales agent. The Company has filed a prospectus
supplement pursuant to the Sales Agreement for the offer and sale of its Common Stock having an aggregate offering price of up to $150,000,000.

Pursuant
to the Sales Agreement, sales of the Common Stock, if any, will be made under the Company’s previously filed and effective Registration Statement on Form S-3 (File No. 333-237172) and an applicable prospectus supplement, by any method that is deemed to be an “at the market offering” as
defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Subject to the terms and conditions of the Sales Agreement, Stifel may sell the Common Stock by any method permitted by law deemed to be an “at the market offering” as
defined in Rule 415(a)(4) of the Securities Act of 1933, as amended. Stifel will use commercially reasonable efforts to sell the Common Stock from time to time, based upon instructions from the Company (including any price, time or size limits or
other customary parameters or conditions the Company may impose). The Company will pay Stifel a commission of up to three percent (3.0%) of the gross sales proceeds of any Common Stock sold through Stifel under the Sales Agreement, and also has
provided Stifel with certain indemnification rights.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by
reference to the full text of the Sales Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy
the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state.

Item 8.01. Other Events.

On
March 12, 2020, a purported shareholder class action complaint, McDermid v. Inovio Pharmaceuticals, Inc. and J. Joseph Kim , was filed in the United States District Court for the Eastern District of Pennsylvania, naming the Company and J.
Joseph Kim, the Company’s Chief Executive Officer, as defendants. The lawsuit alleges that the Company made materially false and misleading statements regarding the Company’s development of a vaccine for COVID-19, also known as coronavirus, in its public disclosures in violation of certain federal securities laws. The plaintiff seeks unspecified monetary damages on behalf of the putative class and an award of
costs and expenses, including reasonable attorneys’ fees. The Company intends to defend this action vigorously.

Forward-Looking Statements

This report contains certain forward-looking statements relating to the Company’s business that involve a number of risks and uncertainties,
including statements related to the outcome of the above-referenced shareholder class action. These statements may be identified by introductory words such as “may,” “expects,” “plan,” “believe,”
“will,” “achieve,” “anticipate,” “would,” “should,” “subject to” or words of similar meaning, or by the fact that they do not relate strictly to historical or current facts. For such
statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ from the expectations set forth herein as a result of a number of factors, including, but not limited to
factors discussed in the “Risk Factors” sections of the Company’s most recently filed Annual Report on Form 10-K and Quarterly Report on Form 10-Q, and
other filings that the Company makes with the SEC from time to time. There can be no assurance that any of the forward-looking information provided herein will be proven accurate.

In addition, the forward-looking statements included in this report represent the Company’s views as of the date hereof. The Company anticipates that
subsequent events and developments may cause its views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the company specifically disclaims any obligation to do so, except as may
be required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this report.

Table of Contents

Item 9.01. Financial Statements and Exhibits.

Exhibit No. | Exhibit Description
1.1 | At-The-Market Equity Offering Sales Agreement dated April
3, 2020 between Inovio Pharmaceuticals, Inc. and Stifel, Nicolaus & Company, Incorporated.
5.1 | Opinion of Cooley LLP.
23.1 | Consent of Cooley LLP (included in Exhibit 5.1).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.

INOVIO PHARMACEUTICALS, INC.
Date: April 3, 2020 | By: | /s/ Peter Kies
Peter Kies
Chief Financial Officer

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