On July 19, 2017, we entered into an underwriting agreement (the Underwriting
Agreement) with Citigroup Global Markets Inc. and Piper Jaffray & Co., as representatives of the several underwriters named therein (collectively, the Underwriters), relating to the issuance and sale in a public offering
of 12,500,000 shares of our common stock, par value $0.001 per share. The price to the public in the offering is $6.00 per share. The net proceeds to us from the offering are expected to be approximately $70.2 million, after deducting the
underwriting discounts and commissions and estimated offering expenses payable by us. The closing of the offering is expected to occur on July 25, 2017, subject to customary closing conditions. In addition, we granted the Underwriters a 30-day
option to purchase up to 1,875,000 additional shares of our common stock at the public offering price, less the underwriting discounts and commissions. We anticipate using the net proceeds from the offering for general corporate purposes, including
clinical trial expenses, research and development expenses, general and administrative expenses, manufacturing expenses and other business development activities.
The Underwriting Agreement contains customary representations, warranties and agreements by us, customary conditions to closing, indemnification obligations
of Inovio and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting
Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by such parties.
The offering is being made pursuant to our registration statement on Form S-3 (Registration Statement
No. 333-204420)
that was declared effective with the Securities and Exchange Commission (SEC) on June 5, 2015, and a prospectus supplement thereunder. A copy of the Underwriting Agreement
is filed as Exhibit 1.1 to this report, and the foregoing description of the terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit. A copy of the opinion of
Cooley LLP relating to the legality of the issuance and sale of the shares in the offering is attached as Exhibit 5.1 hereto.
On July 18, 2017,
we issued a press release announcing the offering, and on July 19, 2017, we issued a press release announcing that we had priced the offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
Forward-Looking Statements
This report contains certain
forward-looking statements relating to Inovios business that involve a number of risks and uncertainties, including statements about its expectations with respect to the public offering. 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, Inovio 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 limited to, risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the public offering, and other factors discussed in the
Risk Factors section of Inovios Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 15, 2017, Inovios Form 10-Q for the quarter ended March 31, 2017, filed with the SEC
on May 10, 2017, and other filings that Inovio 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 Inovios views as of the date hereof. Inovio anticipates that subsequent
events and developments may cause its views to change. However, while Inovio 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 Inovios views as of any date subsequent to the date of this report.