Securities Registration: Employee Benefit Plan (s-8)
May 31 2019 - 4:30PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on May 31, 2019
Registration No.
333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Inovio Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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33-0969592
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. employer
identification no.)
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660 W. Germantown Pike, Suite 110
Plymouth Meeting, Pennsylvania
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19462
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(Address of principal executive offices)
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(Zip code)
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2016 Omnibus Incentive Plan
(Full title of plan)
J.
Joseph Kim, Ph.D.
President and Chief Executive Officer
Inovio Pharmaceuticals, Inc.
660 W. Germantown Pike, Suite 110
Plymouth Meeting, Pennsylvania 19462
(267) 440-4200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Brian
F. Leaf
Cooley LLP
One Freedom Square, Reston Town Center
11951 Freedom Drive
Reston, VA 20190-5640
Tel:
(703) 456-8000
Fax:
(703) 456-8100
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer,
a non-accelerated filer,
a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in
Rule 12b-2 of
the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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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 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered
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Amount
to be
registered (1)
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Proposed
maximum
offering
price
per share(2)
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Proposed
maximum
aggregate
offering price(2)
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Amount of
registration fee
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Common stock, $0.001 par value
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6,000,000 shares
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$2.925
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$17,550,000.00
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$2,127.06
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(1)
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Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended (the Securities
Act), this registration statement shall also cover any additional shares of the registrants common stock that become issuable under such plan set forth herein by reason of any stock dividend, stock split, recapitalization or any other
similar transaction effected without the receipt of consideration that results in an increase in the number of outstanding shares of the registrants common stock.
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(2)
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Pursuant to Rule 457(c) promulgated under the Securities Act, the proposed maximum aggregate offering price per
share and the proposed maximum aggregate offering price were calculated using the average of the high and low sales prices of Inovio Pharmaceuticals, Inc. common stock on May 29, 2019, which is a date within five business days prior to the
filing of this registration statement, as reported on the Nasdaq Global Select Market.
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EXPLANATORY NOTE
This registration statement on
Form S-8 is
being filed for the purpose of registering an additional
6,000,000 shares of common stock of Inovio Pharmaceuticals, Inc. to be issued pursuant to the 2016 Omnibus Incentive Plan (the 2016 Plan). On May 8, 2019, the Companys stockholders approved an amendment (the Plan
Amendment) to the 2016 Plan to, among other things, increase the number of shares of common stock authorized for issuance under the 2016 Plan by 6,000,000 shares. The Plan Amendment was previously approved, subject to stockholder approval, by
the Board of Directors of the Company.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3
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Incorporation of Documents by Reference
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The contents of the earlier registration statement relating to the
2016
Omnibus Incentive Plan
, previously filed with the Securities and Exchange Commission on February 14, 2017 (File No.
333-216059), are
incorporated herein by reference and made a part of this
registration statement.
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Exhibit
No.
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Description of Exhibit
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4.1
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Certificate of Incorporation with all amendments (incorporated by reference to Exhibit 3.1 to the registrants registration statement on
Form S-3
(File No.
333-197584), filed
on July 23, 2014).
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4.2
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Amended and Restated Bylaws of Inovio Pharmaceuticals, Inc. dated August
10, 2011 (incorporated by reference to Exhibit 3.2 to the registrants current report on
Form 8-K filed
on August 12, 2011).
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4.3
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Inovio Pharmaceuticals, Inc. 2016 Omnibus Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the registrants current
report on
Form 8-K filed
on May 10, 2019).
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4.4
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Form of Incentive Stock Option Agreement under 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.55 to the registrants
annual report on
Form 10-K for
the year ended December 31, 2016 filed on March 15, 2017).
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4.5
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Form of Nonqualified Stock Option Agreement under 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.56 to the registrants
annual report on
Form 10-K for
the year ended December 31, 2016 filed on March 15, 2017).
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4.6
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Form of Restricted Stock Units Award Agreement under 2016 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.54 to the
registrants annual report on
Form 10-K for
the year ended December 31, 2016 filed on March 15, 2017).
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5.1
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Opinion of Cooley LLP.
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23.1
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Consent of independent registered public accounting firm.
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23.2
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Consent of Cooley LLP (included in Exhibit 5.1).
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24.1
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Powers of Attorney (included on signature page).
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The undersigned registrant hereby undertakes:
(a) To file,
during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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i.
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To include any prospectus required by Section 10(a)(3) of the Securities Act;
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ii.
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To reflect in the prospectus any facts or events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus
filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of
Registration Fee table in the effective registration statement.
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iii.
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To include any material information with respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the registration statement;
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Provided,
however
, that paragraphs (a)(i) and (a)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 (the Exchange Act) that are incorporated by reference in the registration statement.
(b) That for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the
offering.
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the
registrants annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona
fide
offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on
Form S-8 and
has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Plymouth Meeting, Pennsylvania, on
May 31, 2019.
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INOVIO PHARMACEUTICALS, INC.
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By:
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/s/ J. Joseph Kim
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J. Joseph Kim
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President and Chief Executive Officer
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POWER OF ATTORNEY
Know all persons by these presents, that each person whose signature appears below constitutes and appoints J. Joseph Kim and Peter Kies, and each or either
of them, as such persons true and
lawful attorneys-in-fact and
agents, with full power of substitution, for such person, and in such persons name,
place and stead, in any and all capacities to sign any or all amendments or post-effective amendments to this Registration Statement, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto
said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and purposes as such person might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and
agents, or any of them or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
dates indicated.
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Signature
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Title
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Date
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/s/ J. Joseph Kim
J. Joseph Kim
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President, Chief Executive Officer and Director (Principal Executive Officer)
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May 31, 2019
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/s/ Simon X. Benito
Simon X. Benito
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Chairman of the Board of Directors
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May 31, 2019
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/s/ Peter Kies
Peter Kies
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Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)
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May 31, 2019
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/s/ Angel Cabrera
Angel Cabrera
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Director
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May 31, 2019
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/s/ Morton Collins
Morton Collins
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Director
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May 31, 2019
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/s/ Ann C. Miller
Ann C. Miller
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Director
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May 31, 2019
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/s/ David B. Weiner
David B. Weiner
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Director
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May 31, 2019
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/s/ Wendy Yarno
Wendy Yarno
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Director
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May 31, 2019
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/s/ Lota Zoth
Lota Zoth
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Director
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May 31, 2019
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