8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 25, 2007

Inovio Biomedical Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-14888	33-0969592
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
11494 Sorrento Valley Road, San Diego, California		92121-1318
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 597-6006

Not Applicable

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:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01Entry into a Material Definitive Agreement.

As previously announced and reported in registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on May 16, 2007, on May 14, 2007 registrant entered into a definitive Securities Purchase Agreement in which it agreed to sell shares of its common stock directly to certain investors.

The closing of the above transaction (the “Closing”) occurred on May 25, 2007. At the Closing the registrant issued to investors an aggregate of 4,595,094 shares of its common stock at $3.52 per share, resulting in cash proceeds to registrant of approximately $16.17 million, before offering expenses.  As of May 25, 2007, the registrant estimates that the total expenses which will be payable by it in relation to this transaction will be approximately $70,000.

Item 8.01Other Events.

On May 25, 2007, registrant issued a press release announcing the closing of the transactions described herein and in its Current Report on Form 8-K filed May 16, 2007.  A copy of that Press Release is attached to this Report as Exhibit 99.1.

The following table reflects the registrant’s capitalization at May 25, 2007, after issuance of the shares described in Item 1.01 above:

Description	Number of outstanding shares	Number of shares of common stock issuable upon conversion of outstanding preferred stock, vesting of restricted stock or exercise of outstanding warrants or options
Common Stock	43,483,412	43,584,662
Preferred Stock: Series C	97	142,639
Preferred Stock: Series D	113,311	113,311
Outstanding Warrants	8,922,951	8,922,951
Stock Options	3,489,462	3,489,462

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Item 9.01Financial Statements and Exhibits.

(d)Exhibits

99.1 Press Release dated May 25, 2007

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SIGNATURES

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

Date: May 25, 2007
	INOVIO BIOMEDICAL CORPORATION
	By:	/s/ Peter Kies
		Peter Kies, Chief Financial Officer

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EX-99.1

Exhibit 99.1

NEWS RELEASE
FOR IMMEDIATE RELEASE
CONTACT:
Investor Relations	Media Relations
Bernie Hertel	Jeff Richardson
Phone: (858) 410-3101	Phone: 805-491-8313

Inovio Biomedical Closes $16.17 Million Equity Financing

SAN DIEGO, CA – May 25, 2007 – Inovio Biomedical Corporation (AMEX: INO), focused on the development of genetic vaccines for infections and cancers and a novel replacement for surgery to treat cancers,announced today the closing of the sale, directly to institutional and accredited investors based in Singapore and North America, of 4,595,094 shares of the common stock of Inovio Biomedical at $3.52 per share, resulting in cash proceeds to Inovio Biomedical of approximately $16.17 million before offering expenses. The price per share of the Inovio Biomedical common stock issued upon completion of this direct financing direct financing represents an approximate 7% discount to the closing price of Inovio Biomedical’s common stock on May 14, 2007, the date of execution of the definitive sale agreements.

“While we continue to execute the commercialization strategy for our solid tumor therapy using bleomycin, this financing gives Inovio a strong balance sheet that will allow us to further leverage the recent successes in our DNA delivery programs,” noted Dr. Avtar Dhillon, CEO.

The shares were offered and sold pursuant to a prospectus supplement to Inovio Biomedical’s registration statement on Form S-3 (File No. 333-134084), including a base prospectus dated May 25, 2006, registering up to $75,000,000 of Inovio Biomedical equity securities and the offering thereof from time to time in accordance with Rule 415 under the Securities Act, which incorporates by reference documents which registrant has filed or will file in accordance with the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.

This press release does, and shall, not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction (foreign or in the U.S.) in which such offer, solicitation or sale would be unlawful.

About Inovio Biomedical Corporation

Inovio Biomedical (AMEX: INO) is focused on commercializing its Selective Electrochemical Tumor Ablation (SECTA) therapy and development of multiple DNA-based immunotherapies using its delivery platform for gene-based treatments. SECTA is a local ablation therapy for solid tumors designed to selectively kill cancerous cells and minimize cosmetic or functional impacts to predominantly healthy tissue typically treated around a tumor. Inovio is moving its lead product, the MedPulser®, through pre-marketing studies for head & neck and skin cancers in Europe, where it has CE Mark accreditation, a U.S. Phase III pivotal study for head and neck cancer, and a Phase I/II trial for breast cancer. Inovio’s DNA delivery partners include Merck, Wyeth, Vical, University of Southampton, Moffitt Cancer Center, and the U.S. Army, with four DNA-based immunotherapies in Phase I clinical studies. Inovio is a leader in developing human therapeutic applications of electroporation, which uses brief, controlled electrical pulses to increase both cellular uptake of a useful biopharmaceutical and, in the case of

Inovio Biomedical Corporation · 11494 Sorrento Valley Road · San Diego, California 92121-1318

Telephone: (858) 597-6006 · Fax: (858) 597-0119 · Email: investor.relations@inovio.com

gene-based treatments, levels of gene expression. Inovio has the industry’s most extensive patent portfolio covering in vivo electroporation. More information is available at www.inovio.com.

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This press release contains certain forward-looking statements relating to our plans to develop our electroporation drug and gene delivery technology and the intended outcome of the transaction described above. Actual events or results may differ from our expectations as a result of a number of factors, including the uncertainties inherent in clinical trials and product development programs (including, but not limited to, the fact that Inovio’s pre-clinical results may not be indicative of results achievable from testing in humans), the availability of funding to support continuing research and studies in an effort to prove safety and efficacy of Inovio’s technology as a delivery mechanism, the availability or potential availability of alternative therapies or treatments for the conditions targeted by Inovio or its collaborators , including alternatives that may be more efficacious or cost-effective than any therapy or treatment that Inovio and its collaborators hope to develop, evaluation of potential opportunities, issues involving patents and whether they or licenses to them will provide Inovio with meaningful protection from others using the covered technologies, whether such proprietary rights are enforceable or defensible or infringe or allegedly infringe on rights of others or can withstand claims of invalidity and whether Inovio can finance or devote other significant resources that may be necessary to prosecute, protect or defend them, the level of corporate expenditures, assessments of our technology by potential corporate or other partners or collaborators, capital market conditions, and other factors set forth in the our Annual Report on Form 10-K for the year ended December 31, 2006, our Form 10-Q for the three months ended March 31, 2007 and other regulatory filings. There can be no assurance that any product in our product pipeline will be successfully developed or manufactured, or that final results of clinical studies will be supportive of regulatory approvals required to market licensed products.