Current Report Filing (8-k)
November 02 2017 - 6:07AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): October 30, 2017
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
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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660 W. Germantown Pike, Suite 110
Plymouth Meeting, PA 19462
(Address of principal executive offices, including zip code)
(267)
440-4200
(Registrants telephone number, including area code)
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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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
As previously disclosed in a Current Report on Form
8-K
filed on July 14, 2017, Inovio Pharmaceuticals, Inc. (the
Registrant
), under the terms of a license and collaboration agreement (the
License Agreement
)
and a stock purchase agreement (the
Purchase Agreement
and, together with the License Agreement, the
Agreements
), in each case by and between the Registrant and ApolloBio Corporation
(
ApolloBio
), is scheduled to receive from ApolloBio, upon the satisfaction of the closing conditions in each of the Agreements, (i) $15.0 million in upfront payments under the License Agreement and (ii) up to
$35.0 million under the Purchase Agreement as payment for shares of the Registrants common stock at a purchase price of $8.20 per share.
On October 30, 2017, the board of directors of ApolloBio approved the Agreements, including an amendment to the Purchase Agreement that
has been agreed to between the Registrant and ApolloBio to reduce the purchase price from $8.20 to $7.22 per share. The Agreements, as amended, remain subject to additional closing conditions, including approval by ApolloBios stockholders, as
well as regulatory and currency approvals required in connection with each of the Agreements by the Peoples Republic of China. While ApolloBio has submitted much of the required information to the relevant regulatory bodies, it has not yet
received regulatory or currency approval. Upon the satisfaction of all of the closing conditions, the Agreements, as amended, will become effective.
SIGNATURES
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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Date: November 1, 2017
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Peter Kies
Chief Financial Officer
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Inovio Pharmaceuticals (NASDAQ:INO)
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