Securities Registration: Employee Benefit Plan (s-8)

Large accelerated filer

Accelerated filer

Non-accelerated filer

☐ (Do not check if a smaller reporting company)

Smaller reporting company

As filed with the Securities and Exchange Commission on February 14, 2017

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Inovio Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

33-0969592

(State or other jurisdiction of

incorporation or organization)

(I.R.S. employer

identification no.)

660 W. Germantown Pike, Suite 110

Plymouth Meeting, Pennsylvania

19462

(Address of principal executive offices)

(Zip code)

2007 Omnibus Incentive Plan

(Full title of the plan)

J. Joseph Kim, Ph.D.

President and Chief Executive Officer

Inovio Pharmaceuticals, Inc.

660 W. Germantown Pike, Suite 110

Plymouth Meeting, Pennsylvania 19462

(267) 440-4200

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

John W. Kauffman, Esq.

Duane Morris LLP

30 South 17th Street

Philadelphia, PA 19103

(215) 979-1227

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

CALCULATION OF REGISTRATION FEE



Title of securities to be registered	Amount to be registered (1)(2)	Proposed maximum offering price per share(3)	Proposed maximum aggregate offering price(3)	Amount of registration fee(3)
Common Stock, $0.001 par value	513,833 shares	N/A	$3,334,776.17	$386.51

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional securities that may be offered or issued in connection with any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the outstanding number of shares of Common Stock.

(2)

Represents 513,833 additional shares of Common Stock authorized to be issued under the Registrant’s 2007 Omnibus Incentive Plan (the “2007 Plan”). The Registrant previously registered shares available for issuance under the 2007 Plan on registration statements on Form S-8 filed with the Securities and Exchange Commission on May 14, 2007, May 9, 2008, August 26, 2009, May 18, 2010, May 20, 2011, May 18, 2012, November 13, 2013, May 28, 2014 and January 28, 2016 (Registration Nos. 333-142938, 333-150769, 333-161559, 333-166906, 333-174353, 333-181532, 333-192318, 333-196325 and 333-209155, respectively).

(3)

Pursuant to Rule 457(h), the maximum aggregate offering price was calculated by adding 513,833 shares issuable under the 2007 Plan, for a total of 513,833 shares, multiplied by the price of $6.49 per share based on the average of the high and low sale prices for the Registrant’s Common Stock as reported on the NASDAQ Stock Market on February 10, 2017, which is a date within five business days prior to the filing of this registration statement, as reported on the NASDAQ Stock Market.

INTRODUCTORY NOTE

This Registration Statement relates solely to the registration of additional securities of the same class as other securities for which a registration statement on this form relating to an employee benefit plan is effective. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the registration statements on Form S-8 the Registrant filed on May 14, 2007, May 9, 2008, August 26, 2009, May 18, 2010, May 20, 2011, May 18, 2012, November 13, 2013, May 28, 2014 and January 28, 2016 (Registration Nos. 333-142938, 333-150769, 333-161559, 333-166906, 333-174353, 333-181532, 333-192318, 333-196325 and 333-209155, respectively).

Item 8.

Exhibits.


Exhibit No.		Description of Exhibit

5.1		Opinion of Duane Morris LLP

23.1		Consent of Independent Registered Public Accounting Firm

23.2		Consent of Duane Morris LLP (included in Exhibit 5.1)

24.1		Powers of Attorney (included in signature pages)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Plymouth Meeting, Pennsylvania on February 14, 2017.


INOVIO PHARMACEUTICALS, INC.

By:		/s/ J. Joseph Kim
		J. Joseph Kim
		President and Chief Executive Officer

Know all men by these presents, that each person whose signature appears below constitutes and appoints J. Joseph Kim and Peter Kies, and each or either of them, as such person’s true and lawful attorneys-in-fact and agents, with full power of substitution, for such person, and in such person’s name, place and stead, in any and all capacities to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, the registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Avtar Dhillon Avtar Dhillon	Chairman of the Board of Directors	February 14, 2017

/s/ J. Joseph Kim J. Joseph Kim	President, Chief Executive Officer and Director (principal executive officer)	February 14, 2017

/s/ Peter Kies Peter Kies	Chief Financial Officer (principal financial and principal accounting officer)	February 14, 2017

/s/ Simon X. Benito Simon X. Benito	Director	February 14, 2017

/s/ Angel Cabrera Angel Cabrera	Director	February 14, 2017


Signature	Title	Date

/s/ Morton Collins Morton Collins	Director	February 14, 2017

/s/ Adel A.F. Mahmoud Adel A.F. Mahmoud	Director	February 14, 2017

/s/ David Weiner David Weiner	Director	February 14, 2017

/s/ Nancy J. Wysenski Nancy J. Wysenski	Director	February 14, 2017

EXHIBIT INDEX


Exhibit No.		Description of Exhibit

5.1		Opinion of Duane Morris LLP

23.1		Consent of Independent Registered Public Accounting Firm

23.2		Consent of Duane Morris LLP (included in Exhibit 5.1)

24.1		Powers of Attorney (included in signature pages)