Current Report Filing (8-k)
March 25 2019 - 4:16PM
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): March 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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On March 21, 2019, the Board of Directors (the Board) of Inovio Pharmaceuticals, Inc. (the Company)
appointed Ann C. Miller, M.D. to serve as a director of the Company. Dr. Millers term will continue until the Companys 2019 Annual Meeting of Stockholders. There is no arrangement or understanding between Dr. Miller and any
other person pursuant to which she was selected as a director of the Company, and there is no family relationship between Dr. Miller and any of the Companys other directors or executive officers. The Company is not aware of any
transaction involving Dr. Miller requiring disclosure under Item 404(a) of Regulation
S-K.
Additional information regarding Dr. Miller is set forth below:
Ann C. Miller, M.D., age 62, joined the Board in March 2019. Dr. Miller worked at Sanofi S.A. from 2012 until her retirement in September 2018, serving
as Vice President of Marketing and Vice President of Global Marketing, Oncology Division. From 2009 to 2011, Dr. Miller served as Senior Vice President of Pharmaceutical Services at Eisai Co., Ltd., leading its Primary Care and Specialty
Business unit. Dr. Miller previously served in management roles in global marketing at Amgen Inc. and in positions of increasing responsibility at Merck & Co., Inc. over a period of 16 years. Dr. Miller received an M.D. from the
Duke University School of Medicine and a B.A. in chemistry with honors from Duke University. She is a member of the Duke University Medical Alumni Council.
Dr. Miller will be compensated in accordance with the Companys
non-employee
director compensation policy.
She will receive an annual cash retainer of $45,000 for serving on the Board. In addition, Dr. Miller received initial equity awards under and pursuant to the Companys 2016 Omnibus Incentive Plan upon her appointment as of March 21,
2019, the date of grant. As a newly elected director, Dr. Miller was awarded 12,821 restricted stock units and a stock option to purchase 20,000 shares of the Companys common stock at an exercise price of $3.72, the closing price of the
Companys common stock on the date of grant. The restricted stock units will vest over a period of three years, with
one-third
of the shares vesting on each of the first, second and third anniversaries of
the grant date, subject to Dr. Millers continued service as a director of the Company as of each vesting date. With respect to the shares of common stock underlying the stock option grant,
one-quarter
of the shares vested as of the grant date, with the remainder vesting in three equal annual installments on the first, second and third anniversaries of the grant date, subject to
Dr. Millers continued service as a director of the Company as of each vesting date. Dr. Miller will be eligible to receive additional annual equity awards on each date of the Companys annual meeting of stockholders in
accordance with the
non-employee
director compensation policy.
Item 7.01
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Regulation FD Disclosure.
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On March 25, 2019, the Company issued a press release announcing the appointment of Dr. Miller to the Board. A copy of this press release is
furnished herewith as Exhibit 99.1 to this Current Report. The information contained in the press release furnished as Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the Exchange Act), and is not incorporated by reference into any of the Companys filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be
expressly set forth by specific reference in any such filing.
Item 9.01
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Financial Statements and Exhibits.
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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: March 25, 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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