Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 12, 2024, Inovio Pharmaceuticals, Inc. (the “Company”) convened a special meeting of stockholders (the “Special Meeting”) to adopt and approve a proposed amendment to the Company’s Certificate of Incorporation, as amended to date, and authorize the Board of Directors of the Company (the “Board”), in its sole discretion, to effect a reverse stock split of the outstanding shares of common stock of the Company (the “Common Stock”) at any time on or before the one year anniversary of the Special Meeting, at a reverse stock split ratio ranging from 1-for-10 to 1-for-50, as determined by the Board at a later date (the “Reverse Stock Split Proposal”).
At the Special Meeting, the stockholders voted on the Reverse Stock Split Proposal, which is described as Proposal 1 in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on November 28, 2023 (the “Proxy Statement”), and a proposal to adjourn the Special Meeting if necessary to solicit additional proxies if there are insufficient votes to adopt the Reverse Stock Split Proposal, as described in Proposal 2 in the Proxy Statement (the “Adjournment Proposal,” and together with the Reverse Stock Split Proposal, the “Proposals”). Of the 272,989,736 shares of Common Stock entitled to vote as of November 16, 2023 (the “Record Date”), including shares issuable upon conversion of outstanding shares of Series C Cumulative Convertible Preferred Stock of the Company as of the Record Date, 146,265,973 shares, or 53.6%, were present or represented by proxy at the Special Meeting.
The following is a summary of the voting results:
Proposal 1: Reverse Stock Split Proposal. The votes were cast as follows:
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|
|
|
|
| For |
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Against |
|
Abstain |
|
|
|
| 96,534,629 |
|
48,857,255 |
|
874,089 |
The Reverse Stock Split Proposal was approved.
Proposal 2: Adjournment Proposal. The votes were cast as follows:
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|
|
|
|
| For |
|
Against |
|
Abstain |
|
|
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| 106,842,257 |
|
37,097,854 |
|
2,325,862 |
The Adjournment Proposal was approved.