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)
May 5, 2015
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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660 W. Germantown Pike, Suite 100
Plymouth Meeting, 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)) |
On May 5, 2015, Inovio
Pharmaceuticals, Inc. (the Company) announced that it closed its underwritten public offering with respect to 10,925,000 shares of the Companys common stock, par value $0.001 per share (the Common Stock), including
1,425,000 shares of common stock issued pursuant to the underwriters exercise of its option, at the public offering price of $8.00 per share.
The gross proceeds of the offering were $87.4 million. Net proceeds to the Company, after deducting the underwriters discounts and
commission and other estimated offering expenses payable by the company, were approximately $82.1 million.
Piper Jaffray & Co.
and Stifel, Nicolaus & Company, Incorporated acted as joint bookrunning managers for the offering. H.C. Wainwright & Co., LLC, Brean Capital, LLC and Maxim Group LLC acted as co-managers of the offering.
The Company intends to use the net proceeds received from the sale of the Common Stock for general corporate purposes, including clinical
trial expenses, research and development expenses, general and administrative expenses, manufacturing expenses and potential acquisitions of companies and technologies that complement its business.
The Common Stock was issued pursuant to a registration statement on Form S-3 that the Company filed with the Securities and Exchange
Commission, which became effective on August 8, 2014 (File No. 333-197584).
On May 5, 2015, the Company issued a press
release with respect to the closing of the offering described above. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated by reference herein.
Item 9.01. |
Financial Statements and Exhibits. |
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Exhibit No. |
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Exhibit Description |
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99.1 |
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Inovio Pharmaceuticals, Inc. Press Release dated May 5, 2015 |
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: May 5, 2015
Exhibit 99.1
NEWS RELEASE
For
Immediate Release
Inovio Pharmaceuticals Closes $87.4 Million Underwritten Financing
PLYMOUTH MEETING, PA May 5, 2015 Inovio Pharmaceuticals, Inc. (NASDAQ: INO) (Inovio or the Company), today closed
its previously announced underwritten public offering of 10,925,000 shares of the Companys common stock, including 1,425,000 shares of common stock issued pursuant to the underwriters exercise of its option, at the public offering price
of $8.00 per share. The gross proceeds of this offering were $87.4 million. Net proceeds to the Company, after deducting the underwriters discounts and commission and other estimated offering expenses payable by the Company, were approximately
$82.1 million.
The Company intends to use the net proceeds received from the sale of the common stock for general corporate purposes, including clinical
trial expenses, research and development expenses, general and administrative expenses, manufacturing expenses and potential acquisitions of companies and technologies that complement its business.
Piper Jaffray & Co. and Stifel acted as joint bookrunning managers for the offering. H.C. Wainwright & Co., LLC, Brean Capital, LLC and
Maxim Group LLC acted as co-managers of the offering.
The securities described above were offered by Inovio pursuant to a shelf registration statement
previously filed with and declared effective by the Securities and Exchange Commission (the SEC) on August 8, 2014. A prospectus supplement and the accompanying prospectus relating to the securities offered has been filed with the
SEC and is available on the SECs website at http://www.sec.gov. Copies of the prospectus supplement and the accompanying prospectus relating to the securities being offered may also be obtained from Piper Jaffray & Co.,
Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, MN 55402, via telephone at 800-747-3924 or email at prospectus@pjc.com; or from Stifel, Nicolaus & Company, Incorporated, Attention: Syndicate, One Montgomery
Street, Suite 3700, San Francisco, CA 94104, via telephone at 415-364-2720 or email at syndprospectus@stifel.com.
This press release does not
constitute an offer to sell or the solicitation of offers to buy any securities of Inovio being offered, and shall not constitute an offer, solicitation or sale of any security in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Inovio
Pharmaceuticals, Inc.
Inovio is revolutionizing the fight against cancer and infectious diseases. Our immunotherapies uniquely activate best-in-class
immune responses to prevent and treat disease, and have shown clinically significant efficacy with a favorable safety profile. With an expanding portfolio of immune therapies, the company is advancing a growing preclinical and clinical stage product
pipeline. Partners and collaborators include Roche, MedImmune, University of Pennsylvania, DARPA, Drexel University, NIH,
HIV Vaccines Trial Network, National Cancer Institute, U.S. Military HIV Research Program, and University of Manitoba. For more information, visit www.inovio.com.
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This press release contains certain
forward-looking statements under the Private Securities Litigation Reform Act of 1995 relating to our business, including our plans to develop electroporation-based drug and gene delivery technologies and DNA vaccines, our expectations regarding our
research and development programs and our capital resources. Actual events or results may differ from the expectations set forth herein as a result of a number of factors, including uncertainties inherent in pre-clinical studies, clinical trials and
product development programs (including, but not limited to, the fact that pre-clinical and clinical results referenced in this release may not be indicative of results achievable in other trials or for other indications, that the studies or trials
may not be successful or achieve the results desired, including safety and efficacy for VGX-3100, that pre-clinical studies and clinical trials may not commence or be completed in the time periods anticipated, that results from one study may not
necessarily be reflected or supported by the results of other similar studies and that results from an animal study may not be indicative of results achievable in human studies), the availability of funding to support continuing research and studies
in an effort to prove safety and efficacy of electroporation technology as a delivery mechanism or develop viable DNA vaccines, our ability to support our broad pipeline of SynCon® active immune therapy and vaccine products, our ability to
advance our portfolio of immune-oncology products independently, including INO-5150, and to commence a phase I clinical trial for INO-5150 in the first half of 2015, the adequacy of our capital resources, the availability or potential availability
of alternative therapies or treatments for the conditions targeted by the company or its collaborators, including alternatives that may be more efficacious or cost-effective than any therapy or treatment that the company and its collaborators hope
to develop, our ability to enter into partnerships in conjunction with our research and development programs, evaluation of potential opportunities, issues involving product liability, issues involving patents and whether they or licenses to them
will provide the company with meaningful protection from others using the covered technologies, whether such proprietary rights are enforceable or defensible or infringe or allegedly infringe on rights of others or can withstand claims of invalidity
and whether the company can finance or devote other significant resources that may be necessary to prosecute, protect or defend them, the level of corporate expenditures, assessments of the companys technology by potential corporate or other
partners or collaborators, capital market conditions, the impact of government healthcare proposals and other factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2014, and other regulatory filings from time to
time. There can be no assurance that any product in Inovios pipeline will be successfully developed or manufactured, that final results of clinical studies will be supportive of regulatory approvals required to market licensed products, or
that any of the forward-looking information provided herein will be proven accurate.
CONTACTS:
Investors: Bernie Hertel, Inovio Pharmaceuticals, 858-410-3101, bhertel@inovio.com
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