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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of principal executive offices, including zip code) |
(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 | ||
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 5.07. Submission of Matters to a Vote of Security Holders.
On January 12, 2024, Inovio Pharmaceuticals, Inc. (the “Company”) convened a special meeting of stockholders (the “Special Meeting”) to adopt and approve a proposed amendment to the Company’s Certificate of Incorporation, as amended to date, and authorize the Board of Directors of the Company (the “Board”), in its sole discretion, to effect a reverse stock split of the outstanding shares of common stock of the Company (the “Common Stock”) at any time on or before the one year anniversary of the Special Meeting, at a reverse stock split ratio ranging from 1-for-10 to 1-for-50, as determined by the Board at a later date (the “Reverse Stock Split Proposal”).
At the Special Meeting, the stockholders voted on the Reverse Stock Split Proposal, which is described as Proposal 1 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 28, 2023 (the “Proxy Statement”), and a proposal to adjourn the Special Meeting if necessary to solicit additional proxies if there are insufficient votes to adopt the Reverse Stock Split Proposal, as described in Proposal 2 in the Proxy Statement (the “Adjournment Proposal,” and together with the Reverse Stock Split Proposal, the “Proposals”). Of the 272,989,736 shares of Common Stock entitled to vote as of November 16, 2023 (the “Record Date”), including shares issuable upon conversion of outstanding shares of Series C Cumulative Convertible Preferred Stock of the Company as of the Record Date, 146,265,973 shares, or 53.6%, were present or represented by proxy at the Special Meeting.
The following is a summary of the voting results:
Proposal 1: Reverse Stock Split Proposal. The votes were cast as follows:
| For |
Against |
Abstain | ||
| 96,534,629 |
48,857,255 |
874,089 | ||
The Reverse Stock Split Proposal was approved.
Proposal 2: Adjournment Proposal. The votes were cast as follows:
| For |
Against |
Abstain | ||
| 106,842,257 |
37,097,854 |
2,325,862 | ||
The Adjournment Proposal was approved.
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. | ||||||
| Date: January 12, 2024 | By: | /s/ Peter Kies | ||||
| Peter Kies Chief Financial Officer | ||||||
Document and Entity Information |
Jan. 12, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001055726 |
| Document Type | 8-K |
| Document Period End Date | Jan. 12, 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 |