Inovio Pharmaceuticals, Inc. Form 8-K (Jan. 20, 2021) Item 2.02

Summary

Inovio Pharmaceuticals, Inc. reported in this Form 8-K, under Item 2.02, that on January 20, 2021 it filed a preliminary prospectus supplement for a proposed public offering of common stock. The company preliminarily estimated cash, cash equivalents and short-term investments of approximately $412 million, and 186,851,493 shares of common stock outstanding, as of December 31, 2020; the estimates were not audited, reviewed or compiled by its independent registered public accounting firm. Under Item 8.01 the filing supplements prior disclosures with updated information on the business, certain legal proceedings and risk factors, filed as Exhibit 99.1. Peter Kies signed on January 20, 2021.

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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): January 20, 2021

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 2.02. | Results of Operations and Financial Conditions

On January 20, 2021, Inovio Pharmaceuticals, Inc. (the “ Company ”) filed with the Securities and Exchange Commission (“ SEC ”) a preliminary prospectus supplement (the “ Preliminary Prospectus Supplement ”) in connection with a proposed public offering of shares of its common stock, which contained information regarding the Company’s preliminary estimates of its cash, cash equivalents and short-term investments and shares of common stock outstanding as of December 31, 2020. The Company preliminarily estimates that its cash, cash equivalents and short-term investments as of December 31, 2020 was approximately $412 million and that it had 186,851,493 shares of common stock outstanding as of December 31, 2020. These preliminary estimates are not a comprehensive statement of the Company’s financial results for the fiscal year ended December 31, 2020 and have not been audited, reviewed or compiled by the Company’s independent registered public accounting firm. The Company’s actual cash, cash equivalents and short-term investments and shares of common stock outstanding as of December 31, 2020 may differ from these estimates due to the completion of the Company’s year-end closing and auditing procedures.

The information provided in this Item 2.02 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 8.01 | Other Events.

The Preliminary Prospectus Supplement contained an updated description of certain aspects of the Company’s business, certain legal proceedings and certain risk factors. Accordingly, the Company is filing this information with this Current Report on Form 8-K for the purpose of supplementing and updating disclosures contained in the Company’s prior filings with the SEC, including those discussed in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2019, filed with the SEC on March 12, 2020, as supplemented by the Company’s subsequent filings with the SEC. The updated disclosures are filed herewith as Exhibit 99.1 and are incorporated herein by reference.

Item 9.01 | Financial Statements and Exhibits.
Exhibit No. | Exhibit Description
99.1 | Updated Corporate Disclosure.
104 | Cover page interactive data file (embedded within the Inline XBRL document).

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: January 20, 2021 | By: | /s/ Peter Kies
Peter Kies
Chief Financial Officer

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