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): December 26, 2019

Inovio Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

660 W. Germantown Pike, Suite 110

Plymouth Meeting, PA 19462

(Address of principal executive offices, including zip code)

(267) 440-4200

(Registrant’s 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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On December 26, 2019, Inovio Pharmaceuticals, Inc., (the “Company”) entered into a Convertible Bonds Subscription Agreement (the “Subscription Agreement”) with a Korea-based institutional investor named therein (the “Purchaser”), pursuant to which the Company agreed to sell and issue to the Purchaser convertible promissory notes (the “Bonds”) with an aggregate principal amount of 4.7 billion Korean Won (“KRW”) (approximately USD $4 million based on the exchange rate on December 19, 2019) (the “Financing”).

The Bonds were issued on December 31, 2019 and will accrue interest at a coupon rate of 1.00% per annum, payable quarterly. The Bonds will mature on December 31, 2024 (the “Maturity Date”), unless earlier converted or repurchased. Commencing on December 31, 2020, the Bonds will be convertible until the date that is one month prior to the Maturity Date. Upon conversion, the Company will deliver Korean Depositary Receipts (“KDRs”), if the Company has any such securities listed on the KOSDAQ Market of the Korea Exchange (“KOSDAQ”) at that time, or otherwise shares of common stock of the Company, if KDRs are not listed on KOSDAQ at that time. The initial conversion rate will be 214.7766 shares per KRW1,000,000 principal amount of Bonds (equivalent to an initial conversion price of approximately USD $4.00 per share based on the exchange rate as of December 19, 2019), subject to adjustment upon the occurrence of certain events set forth in the Subscription Agreement. The conversion rate is subject to reset on July 2, 2020 and on each three month anniversary thereafter until the Maturity Date to the then current market price if the current market price is lower than the conversion price then in effect; provided that the conversion rate will not exceed 357.9611 shares per KRW1,000,000 (equivalent to a conversion price of approximately USD $2.40 per share based on the exchange rate as of December 19, 2019).

The Bonds will be subject to repurchase by the Company at the option of the bondholders from and including December 31, 2022 up to the date that is one month prior to the Maturity Date at a repurchase price equal to the principal of the Bonds to be repurchased plus a premium on the Bonds in order to ensure an internal rate of return with respect to the Bonds equal to 6.00%, calculated as set forth in the Subscription Agreement. In addition, upon the occurrence of a fundamental change, as defined in the Subscription Agreement, the Company will be required to offer to repurchase the Bonds at a repurchase price equal to the principal amount thereof plus accrued and unpaid interest thereon to but excluding the applicable repurchase date.

The following events are considered “events of default” under the Subscription Agreement:

If certain bankruptcy and insolvency-related events of default occur, the principal of, and accrued and unpaid interest on, all of the then outstanding Bonds shall automatically become due and payable. If any other event of default occurs and is continuing, the holders of at least 25% of the in aggregate principal amount of the Bonds by notice to the Company may declare the principal of, and accrued and unpaid interest on, all of the then-outstanding Bonds to be due and payable.

In connection with the Financing, on December 26, 2019, the Company also entered into a Registration Rights Agreement with the Purchaser (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company has agreed to file a shelf registration statement with the Securities and Exchange Commission (the “SEC”) on or prior to February 1, 2020 to cover the sale of the shares of common stock of the Company that are potentially issuable to the Purchaser upon conversion of the Bonds (the “Shares”), use its commercially reasonable efforts to have such registration statement declared effective within the timeframe set forth in the Registration Rights Agreement, and use its commercially reasonable efforts to keep such registration statement effective during the timeframes set forth in the Registration Rights Agreement.

The Bonds and the Shares are not registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws. The Company has relied on the exemption from the registration requirements of the Securities Act by virtue of Rule 506(b) of Regulation D promulgated under the Securities Act. In connection with the Purchaser’s execution of the Subscription Agreement, the Purchaser represented to the Company that it is an “accredited investor” as defined in Regulation D and that the securities to be purchased by them will be acquired solely for their own account and for investment purposes and not with a view to the future sale or distribution.

The foregoing descriptions of the Bonds, the Subscription Agreement and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of (i) the Subscription Agreement, including the form of Bond attached as an exhibit thereto, a copy of which is attached to this Current Report as Exhibit 4.1 and (ii) the Registration Rights Agreement, a copy of which is attached to this Current Report as Exhibit 10.1.

In connection with the strategic reprioritization and cost control steps taken in 2019, on January 2, 2020 the Company updated its earlier guidance regarding its goal of submitting a biologics license application (“BLA”) in 2021 for its lead product candidate VGX-3100, being developed for the treatment of high-grade cervical dysplasia, to be delayed by 12 to 18 months from its most recent guidance. The Company has also worked extensively to amend its primary REVEAL 1 Phase 3 trial of VGX-3100 to report a top-line efficacy data in the fourth quarter of 2020, almost a year earlier than originally designed.

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.