Current Report Filing (8-k)
June 06 2014 - 4:26PM
Edgar (US Regulatory)
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)
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Delaware |
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001-14888 |
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33-0969592 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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1787 Sentry Parkway West
Building 18, Suite 400
Blue Bell, Pennsylvania |
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19422 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 Companys 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 Companys common stock on a post-reverse split basis commenced on Friday, June 6, 2014.
Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit No. |
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Exhibit Description |
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3.1 |
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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.
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INOVIO PHARMACEUTICALS, INC. |
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By: |
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/s/ Peter Kies |
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Peter Kies, |
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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 Corporations 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 Corporations
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 Corporations 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.
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INOVIO PHARMACEUTICALS, INC. |
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By: |
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/s/ J. Joseph Kim |
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J. Joseph Kim, |
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President and Chief Executive Officer |
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