Inovio Pharmaceuticals, Inc S-3/A, filed Jan 26, 2024
Inovio Pharmaceuticals, Inc. (INO)
As filed with the Securities and Exchange Commission on January 26, 2024
Registration No. 333-275445
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Inovio Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 33-0969592 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
660 W. Germantown Pike, Suite 110
Plymouth Meeting, PA
(267) 440-4200
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Jacqueline E. Shea
President and Chief Executive Officer
Inovio Pharmaceuticals, Inc.
660 West 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)
Copies to:
Brian F. Leaf
Jeffrey Libson
Darah Protas
Cooley LLP
One Freedom Square, Reston Town Center
11951 Freedom Drive
Reston, Virginia 20190
(703) 456-8000
From time to time after the effective date of this Registration Statement
(Approximate date of commencement of proposed sale to the public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-3 (File No. 333-275445) (the “Registration Statement”) as an exhibits-only filing to update the amount of unsold securities to be included in the Registration Statement pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended, and to update the amount of new securities to be registered on the Registration Statement. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page and the filed exhibits, which include an updated consent of Ernst & Young LLP and an updated filing fee table.
Except as described above, no other changes have been made to the Registration Statement, and accordingly the prospectus included in Part I of the Registration Statement, and all items of Part II, other than Item 16, have been omitted.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits
| * | To be filed, if applicable, by amendment or by a report filed under the Exchange Act and incorporated herein by reference. |
| ** | To be filed, if applicable, in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder. |
| *** | Previously filed. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, City of Plymouth Meeting, Commonwealth of Pennsylvania, on this 26th day of January, 2024.
| INOVIO PHARMACEUTICALS, INC. | ||
| By: | /s/ Jacqueline E. Shea | |
| Jacqueline E. Shea President and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jacqueline E. Shea Jacqueline E. Shea |
President, Chief Executive Officer and Director (Principal Executive Officer) |
January 26, 2024 | ||
| * Simon X. Benito |
Chairman of the Board of Directors | January 26, 2024 | ||
| /s/ Peter Kies Peter Kies |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
January 26, 2024 | ||
| * Ann C. Miller |
Director | January 26, 2024 | ||
| * Roger D. Dansey |
Director | January 26, 2024 | ||
| * Jay Shepard |
Director | January 26, 2024 | ||
| * David B. Weiner |
Director | January 26, 2024 | ||
| * Wendy L. Yarno |
Director | January 26, 2024 | ||
| * Lota S. Zoth |
Director | January 26, 2024 | ||
| *By: | /s/ Peter Kies | |
| Peter Kies | ||
| Attorney-in-Fact |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in Amendment No. 1 to the Registration Statement (Form S-3 No. 333-275445) of Inovio Pharmaceuticals, Inc. for the registration of common stock, preferred stock, debt securities and warrants of our report dated March 1, 2023, with respect to the consolidated financial statements of Inovio Pharmaceuticals, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
San Diego, California
January 26, 2024