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)

June 5, 2014

 

 

INOVIO PHARMACEUTICALS, INC.

(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.)

 

1787 Sentry Parkway West

Building 18, Suite 400

Blue Bell, Pennsylvania

  19422
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (267) 440-4200

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))

 

 

 


Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 5, 2014 the Company filed a certificate of amendment to its Certificate of Incorporation implementing a 1-for-4 reverse stock split of the Company’s common stock, where each 4 shares of issued and outstanding common stock and equivalents converted into 1 share of common stock.

The 1-for-4 reverse stock split became effective as of 5 p.m., eastern time, Thursday, June 5, 2014, and the trading of Company’s common stock on a post-reverse split basis commenced on Friday, June 6, 2014.

 

Item 9.01. Financial Statements and Exhibits.

 

Exhibit
No.

  

Exhibit Description

3.1    Certificate of Amendment dated June 5, 2014


SIGNATURE

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

 

INOVIO PHARMACEUTICALS, INC.
By:  

/s/ Peter Kies

  Peter Kies,
  Chief Financial Officer

Date: June 6, 2014

 

-3-



Exhibit 3.1

Certificate of Amendment

of

Certificate of Incorporation

of

Inovio Pharmaceuticals, Inc.

Under Section 242 of the Delaware General Corporation Law

Inovio Pharmaceuticals, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) hereby certifies as follows:

1. The Certificate of Incorporation, as previously amended, of the Corporation is hereby amended so that the first paragraph of Article 4 of the Certificate of Incorporation of the Corporation be amended to add the following new second additional paragraph, so the first paragraph and the second paragraph shall read in their entirety as follows:

“The Corporation is authorized to issue two classes of shares designated, respectively, “Preferred Stock” and “Common Stock.” The total number of shares of Preferred Stock the Corporation shall have authority to issue is 10,000,000 shares, $0.001 par value per share, and the total number of shares of Common Stock the Corporation shall have the authority to issue is 600,000,000 shares, $0.001 par value per share.

“Each four shares of the Corporation’s Common Stock, par value $0.001 per share, issued and outstanding as of 5:00 p.m. eastern time on the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware shall be converted and reclassified into one share of the Corporation’s Common Stock, par value $0.001 per share. Any fractional shares resulting from such conversion will be rounded up to the nearest whole number.”

2. The foregoing amendment to the Corporation’s Certificate of Incorporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, I have signed this Certificate this 5th day of June, 2014.

 

INOVIO PHARMACEUTICALS, INC.
By:  

/s/ J. Joseph Kim

  J. Joseph Kim,
  President and Chief Executive Officer
Inovio Pharmaceuticals (NASDAQ:INO)
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