| Item 1.01 |
Entry into a Material Definitive Agreement. |
On July 2, 2025, Inovio Pharmaceuticals, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler & Co., as representative of the several underwriters named therein (collectively, the “Underwriters”), relating to the issuance and sale by the Company in a public offering of 14,285,715 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), and accompanying Series A warrants to purchase up to 14,285,715 shares of its Common Stock (or pre-funded warrants, each representing the right to purchase one share of Common Stock at an exercise price of $0.001 (the “Pre-Funded Warrants”) in lieu thereof) at an exercise price of $1.75 per share of common stock (or $1.749 per Pre-Funded Warrant) (the “Series A Warrants”) and Series B warrants to purchase up to 14,285,715 shares of its Common Stock (or Pre-Funded Warrants in lieu thereof) at an exercise price of $1.75 per share of Common Stock (or $1.749 per Pre-Funded Warrant) (the “Series B Warrants” and, together with the Series A Warrants, the “Warrants”), at a combined public offering price of $1.75 per share of Common Stock and accompanying Series A and Series B Warrants (the “Offering”).
The Company also granted the Underwriters an option for a period of 30 days to purchase up to 2,142,857 additional shares of the Company’s common stock and Series A Warrants to purchase up to 2,142,857 additional shares of its common stock and Series B Warrants to purchase up to 2,142,857 additional shares of its common stock at the public offering price, less underwriting discounts and commissions.
The net proceeds to the Company from the Offering are expected to be approximately $22.5 million, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, and assuming no exercise of the Underwriters’ option to purchase additional shares and the Warrants. All of the Shares and the Warrants are being sold by the Company. The closing of the Offering is expected to occur on or about July 7, 2025, subject to the satisfaction of customary closing conditions.
The Offering was made pursuant to the Company’s registration statement on Form S-3 (File No. 333-275445), which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 31, 2024, as supplemented by a prospectus supplement filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”).
Each Series A Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $1.75 per share (or $1.749 per Pre-Funded Warrant), will be immediately exercisable and will expire on the date that is the earlier of (i) 12 months from the date of issuance or (ii) 30 days after the date on which the Company first publicly discloses, whether by press release or Form 8-K filing, the U.S. Food and Drug Administration’s acceptance of a Biologic License Application for INO-3107. Each Series B Warrant entitles the holder thereof to purchase one share of Common Stock at an exercise price equal to $1.75 per share (or $1.749 per Pre-Funded Warrant), will be immediately exercisable and will expire five years from the date of issuance. A holder of the Warrants will not be entitled to exercise any portion of such Warrant that, upon giving effect to such exercise, would cause the aggregate number of shares of Common Stock beneficially owned by such holder (together with its affiliates, any other persons acting as a group together with the holder and any other persons whose beneficial ownership of Common Stock would be aggregated with the holder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended) to exceed 4.99% (or, upon election by the holder prior to the issuance of the Warrant, 9.99%) of the number of shares of Common Stock outstanding immediately after giving effect to the exercise. If a holder holds less than 20% of the number of shares of Common Stock outstanding prior to giving effect to the issuance of shares issuable upon exercise, then, upon at least 61 days’ prior notice from such holder, subject to the terms of the Warrants, such holder may increase or decrease such percentage to any other percentage not in excess of 19.99%. If the holder is not permitted to exercise a Series A Warrant or a Series B Warrant for common stock due to the foregoing limitation, then the holder may exercise such Warrant for an equivalent number of Pre-Funded Warrants with an exercise price of $0.001. In addition, in certain circumstances, upon a fundamental transaction (as described in the Warrants), a holder of Warrants will be entitled to receive, upon exercise of the Warrants the kind and amount of securities, cash or other property that the holders would have received had they exercised the Warrants immediately prior to such fundamental transaction or number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation. In lieu of receiving such Common Stock in the fundamental transaction, the Warrant holder may elect to have the Company or the successor entity purchase the holder’s Warrant for its fair market value measured by the Black-Scholes method.
