Current Report Filing (8-k)
February 26 2019 - 4:18PM
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): February 21, 2019
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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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. ☐
Item 5.02
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Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
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The disclosure contained under the heading Departure of Chief Operating Officer in Item 8.01 below is incorporated
herein by reference.
Geneos
Spin-out
and Financing
On February 21, 2019, Inovio Pharmaceuticals, Inc. (the Company) announced the completion of a
spin-out
of its previously wholly-owned subsidiary Geneos Therapeutics, Inc. (Geneos). On February 21, 2019, Geneos completed the initial closing of a preferred stock financing with outside
investors. The Company participated in the preferred stock financing, which was led by Santé Ventures. The terms of the stock purchase agreement include commitments for additional investments by the Company and the other investors upon the
occurrence of a specified regulatory event, as well as an option on the part of the Company and other investors to purchase additional preferred stock of Geneos upon the achievement of a specified milestone. In total, the financing could raise up to
$10.5 million.
Following the initial closing of the financing transaction, the Company continues to hold a majority of the outstanding equity, on an
as-converted to common stock basis, of Geneos. The Companys ownership percentage of Geneos would decrease in the event of additional purchases of preferred stock of Geneos by the other investors under the terms of the stock purchase agreement.
The Company has also entered into an agreement with Geneos pursuant to which the Company has exclusively licensed its
DNA-based
immunotherapy platform to Geneos for the field of personalized cancer treatments.
Departure of Chief
Operating Officer
On February 21, 2019, Dr. Niranjan Y. Sardesai, who
co-founded
Geneos,
resigned from his position as Chief Operating Officer of the Company in order to dedicate all of his efforts to his position as Chief Executive Officer of Geneos, a position he held prior to the financing and
spin-out.
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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Date: February 26, 2019
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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
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Inovio Pharmaceuticals (NASDAQ:INO)
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