Current Report Filing (8-k)
January 02 2018 - 4:07PM
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): December 28, 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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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))
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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.
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Item 1.01
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Entry into a Material Definitive Agreement.
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On December 28, 2017, Inovio
Pharmaceuticals, Inc. (the
Registrant
) entered into an Amended and Restated License and Collaboration Agreement (the
License and Collaboration Agreement
) with Beijing Apollo Saturn Biological
Technology Limited, a corporation organized under the laws of China (
ApolloBio
). Under the terms of the License and Collaboration Agreement, the Registrant has granted to ApolloBio the exclusive right to develop and
commercialize
VGX-3100,
the Registrants DNA immunotherapy product designed to treat
pre-cancers
caused by human papillomavirus, or HPV, within the territories of
China, Hong Kong, Macao and Taiwan. The territory may be expanded to include Korea in the event that no patent covering
VGX-3100
issues in China within the three years following the Effective Date (as defined
below). As part of the collaboration, the parties will discuss in good faith the inclusion of clinical trial sites in China as part of the Registrants ongoing Phase 3 clinical development program for
VGX-3100.
As part of the License and Collaboration Agreement, the Registrant has granted to
ApolloBio an option to negotiate an exclusive license to research, develop and commercialize the Registrants product candidate
INO-3112
in the event of termination of the Registrants current
collaboration with MedImmune for the development of
INO-3112
in the territory covered by the License and Collaboration Agreement.
Under the License and Collaboration Agreement, ApolloBio will pay to the Registrant an upfront payment of $23.0 million, such payment to
be made within three business days following the date of approval of the License and Collaboration Agreement by the board of directors and shareholders of ApolloBio (the
Effective Date
), which Effective Date is expected to
occur in the first quarter of 2018. In the event that such upfront payment is not made on or before April 7, 2018, the Registrant has the right to terminate the License and Collaboration Agreement in its entirety.
In addition to the upfront payment, the Registrant is entitled to receive up to an aggregate of $20.0 million upon the achievement of
specified milestones related to the regulatory approval of
VGX-3100
in the United States, China and Korea. In the event that
VGX-3100
is approved for marketing, the
Registrant will be entitled to receive royalty payments based on a tiered percentage of annual net sales, with such percentage being in the
low-
to
mid-teens,
subject to
reduction in the event of generic competition in a particular territory. ApolloBios obligation to pay royalties will continue for 10 years after the first commercial sale in a particular territory or, if later, until the expiration of the
last-to-expire
patent covering the licensed products in the specified territory.
The License and Collaboration Agreement, once effective, will continue in force until ApolloBio has no remaining royalty obligations. Either
party may terminate the License and Collaboration Agreement in the event the other party shall have materially breached or defaulted in the performance of its material obligations thereunder and such default shall have continued for a specified
period after written notice thereof. In addition, ApolloBio may terminate the License and Collaboration Agreement at any time beginning one year after the Effective Date for any reason upon 90 days written notice to the Registrant.
The foregoing summary of the License and Collaboration Agreement is not complete and is qualified in its entirety by reference to the License
and Collaboration Agreement, a copy of which will be filed as an exhibit to the Registrants Annual Report on Form
10-K
for the year ending December 31, 2017.
Item 7.01.
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Regulation FD Disclosure.
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On January 2, 2018, the Registrant issued a press release
announcing its entry into the License and Collaboration Agreement. A copy of this press release is furnished herewith as Exhibit 99.1 to this Current Report.
As previously disclosed in Current Reports on Form
8-K
filed on July 14, 2017 and November 1, 2017, the Registrant and ApolloBio had entered into a stock purchase agreement (the
Purchase Agreement
) pursuant to which ApolloBio had
the right to purchase up to $35.0 million of the Registrants common stock upon the satisfaction of the closing conditions set forth in the Purchase Agreement. In connection with the execution of the License and Collaboration Agreement,
the Registrant and ApolloBio have terminated the Purchase Agreement prior to it becoming effective.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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: January 2, 2018
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Peter Kies
Chief Financial
Officer
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Inovio Pharmaceuticals (NASDAQ:INO)
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