Inovio Pharmaceuticals, Inc. Form 8-K (May 12, 2020)

Summary

Inovio Pharmaceuticals, Inc. reported in this Form 8-K that on May 12, 2020 it filed a prospectus supplement for the offer and sale of common stock with an aggregate offering price of up to $100,000,000, under the At-The-Market Equity Offering Sales Agreement dated April 3, 2020 with Stifel, Nicolaus & Company, Incorporated. Sales will be made under the company's effective Form S-3 registration statement, and Stifel will receive a commission of up to 3.0% of gross sales proceeds and certain indemnification rights. The exhibits list the sales agreement, an opinion of Cooley LLP and its consent. Peter Kies signed on May 12, 2020.

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8-K 1 d901178d8k.htm 8-K 8-K

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): May 12, 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. ☐

Item 8.01. Other Events.

On May 12, 2020, Inovio Pharmaceuticals, Inc. (the “ Company ”) filed a prospectus supplement for the offer and sale of shares of
its common stock, par value $0.001 per share (the “ Common Stock ”), having an aggregate offering price of up to $100,000,000, pursuant to the At-The-Market Equity Offering Sales Agreement (the “ Sales Agreement ”), dated April 3, 2020, 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, through Stifel as its sales agent.

Pursuant to the Sales Agreement, sales of the Common Stock, 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 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. (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed May
April 3, 2020).
5.1 | Opinion of Cooley LLP.
23.1 | Consent of Cooley LLP (included in Exhibit 5.1).

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: May 12, 2020 | By: | /s/ Peter Kies
Peter Kies
Chief Financial Officer

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