Item 1.01. Entry into a Material Definitive Agreement.
On March 9, 2020, Inovio Pharmaceuticals, Inc. (the “Company”) entered into an Amendment No. 2 (the “Amendment”) to theAt-The-Market Equity Offering Sales Agreement dated May 25, 2018, as amended by Amendment No. 1 on February 7, 2020 (as amended, the “Sales Agreement”) with Stifel, Nicolaus & Company, Incorporated (“Stifel”), which amendment increases the amount of Company common stock, par value $0.001 per share (the “Common Stock”), that can be sold by the Company through Stifel as its sales agent under the Sales Agreement from an aggregate offering price of up to $200,000,000 to an aggregate offering price of up to $250,000,000.
Pursuant to the Sales Agreement, sales of the Common Stock, if any, will be made under the Company’s previously filed and effective Registration Statement on FormS-3 (FileNo. 333- 225233) and an applicable prospectus supplement, by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended. Since September 30, 2019 the Company has sold approximately $168.3 million of its common stock pursuant to the Agreement and since May 25, 2018 has sold $200 million of its common stock pursuant to the Agreement.
The Sales Agreement is attached or incorporated by reference to this Current Report on Form8-K as Exhibits 1.1, 1.2 and 1.3 and is incorporated herein by reference. The foregoing description of the material terms of the Amendment does not purport to be complete and is qualified in its entirety by reference to the exhibits attached hereto.
This Current Report on Form8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Item 2.02. Results of Operations and Financial Conditions.
As of December 31, 2019, the Company had approximately $89.5 million of cash and cash equivalents and short-term investments. This amount is unaudited and preliminary, is subject to completion of financial closing procedures that could result in changes to the amount, and does not present all information necessary for an understanding of the Company’s financial condition as of December 31, 2019.
Item 8.01. Other Events.
On March 3, 2020 the Company announced that it plans to pursue an accelerated timeline for developing its DNA vaccineINO-4800 to addressCOVID-19, also known as coronavirus. The Company believes it may be in a position to begin human clinical trials in the United States in April 2020 and soon thereafter in China and South Korea, subject to approval by the U.S. Food and Drug Administration and China and South Korea regulatory authorities, respectively, and aims to produce up to one million doses by the end of 2020, with its existing capacity and contract resources, for further clinical trials or emergency use.
Forward-Looking Statements
This report contains certain forward-looking statements relating to the Company’s business that involve a number of risks and uncertainties, including statements about its plans related toINO-4800. These statements may be identified by introductory words such as “may,” “expects,” “plan,” “believe,” “will,” “achieve,” “anticipate,” “would,” “should,” “subject to” or words of similar meaning, or by the fact that they do not relate strictly to historical or current facts. For such statements, the Company claims the protection of the Private Securities Litigation Reform Act of 1995. Actual events or results may differ from the expectations set forth herein as a result of a number of factors, including, but not limited to factors discussed in the “Risk Factors” sections of the Company’s most recently filed Annual Report on Form10-K and Quarterly Report on Form10-Q, and other filings that the Company makes with the SEC from time to time. There can be no assurance that any of the forward-looking information provided herein will be proven accurate.
In addition, the forward-looking statements included in this report represent the Company’s views as of the date hereof. The Company anticipates that subsequent events and developments may cause its views to change. However, while the Company may elect to update these forward-looking statements at some point in the future, the company specifically disclaims any obligation to do so, except as may be required by law. These forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date of this report.
