UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| 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) |
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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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On January 24, 2024, Inovio Pharmaceuticals, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation, as previously amended (the “Charter Amendment”) to effect a 1-for-12 reverse stock split of the Company’s common stock (the “Reverse Stock Split”). The Reverse Stock Split became effective at 5:00 p.m. Eastern Time on January 24, 2024.
As a result of the Reverse Stock Split, every 12 issued and outstanding shares of the Company’s common stock were automatically combined into one issued and outstanding share of common stock. The par value per share of the common stock remained unchanged at $0.001. Fractional shares were not issued in connection with the Reverse Stock Split. Stockholders who were otherwise entitled to receive a fractional share received a proportional cash payment based on the closing price of the common stock on the Nasdaq Capital Market on January 24, 2024. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s relative interest in the Company’s equity securities, except for any adjustments for fractional shares. As a result of the Reverse Stock Split, proportionate adjustments were made to the number of shares underlying, and the exercise or conversion prices of, the Company’s outstanding stock options and outstanding shares of Series C Cumulative Convertible Preferred Stock and to the number of shares of common stock issuable under the Company’s equity incentive plans. The Reverse Stock Split did not reduce the number of authorized shares of the Company’s common stock, which remains at 600,000,000.
The foregoing summary is qualified in its entirety by reference to the Charter Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to Certificate of Incorporation of Inovio Pharmaceuticals, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Inovio Pharmaceuticals, Inc. | ||||||
| Dated: January 25, 2024 | By: | /s/ Peter Kies | ||||
| Peter Kies | ||||||
| Chief Financial Officer | ||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION OF
INOVIO PHARMACEUTICALS, INC.
Inovio Pharmaceuticals, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that:
FIRST: The name of this Company is Inovio Pharmaceuticals, Inc.
SECOND: The original name of the Company was “Genetronics Biomedical Corporation”, and the date of filing the original Certificate of Incorporation of the Company with the Secretary of State of the State of Delaware is June 15, 2001.
THIRD: The Board of Directors of the Company, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending Article FOURTH of the Certificate of Incorporation, to read in its entirety:
“This Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which this Company is authorized to issue is 610,000,000 shares. 600,000,000 shares shall be Common Stock, each having a par value of $0.001. 10,000,000 shares shall be Preferred Stock, each having a par value of $0.001.
Effective at 5:00 p.m. Eastern time, on the date of the filing of this Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Effective Time”), each twelve (12) shares of this Company’s Common Stock, par value $0.001 per share, issued and outstanding shall be combined into one (1) share of Common Stock, par value $0.001 per share, of this company. No fractional shares shall be issued and, in lieu thereof, any holder of less than one (1) share of Common Stock shall, upon surrender after the Effective Time of a certificate, which formerly represented shares of Common Stock that were issued and outstanding immediately prior to the Effective Time, be entitled to receive cash for such holder’s fractional share based upon the closing sales price of this Company’s Common Stock as reported on the Nasdaq Capital Market on the date this Certificate of Amendment to the Certificate of Incorporation of this Company is filed with the Secretary of State of the State of Delaware.”
FOURTH: This Certificate of Amendment to the Certificate of Incorporation was submitted to the stockholders of the Company and was duly adopted and approved in accordance with the provisions of Section 242 of the General Corporate Law of the State of Delaware.
* * * * *
IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by its President and Chief Executive Officer this 24th day of January, 2024.
| INOVIO PHARMACEUTICALS, INC. | ||
| By: | /s/ Jacqueline E. Shea | |
| Jacqueline E. Shea President and Chief Executive Officer | ||
Document and Entity Information |
Jan. 24, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001055726 |
| Current Fiscal Year End Date | --12-31 |
| Document Type | 8-K |
| Document Period End Date | Jan. 24, 2024 |
| Entity Registrant Name | Inovio Pharmaceuticals, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-14888 |
| Entity Tax Identification Number | 33-0969592 |
| Entity Address, Address Line One | 660 W. Germantown Pike |
| Entity Address, Address Line Two | Suite 110 |
| Entity Address, City or Town | Plymouth Meeting |
| Entity Address, State or Province | PA |
| Entity Address, Postal Zip Code | 19462 |
| City Area Code | (267) |
| Local Phone Number | 440-4200 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, $0.001 par value |
| Trading Symbol | INO |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |