INOVIO Announces Proposed Public Offering

Rhea-AI Summary

INOVIO Pharmaceuticals (NASDAQ: INO), a biotechnology company specializing in DNA medicines, has announced a proposed public offering of common stock and warrants. The offering includes shares of common stock (or pre-funded warrants), along with accompanying Series A and Series B warrants.

The company will grant the underwriter, Piper Sandler & Co., a 30-day option to purchase up to an additional 15% of the securities. The offering will be conducted under a shelf registration statement that was declared effective on January 31, 2024. The final size and terms of the offering will depend on market conditions.

Positive

• None.

Negative

• Potential dilution of existing shareholders through new share issuance
• Additional warrants being offered could lead to further dilution if exercised
• Indicates possible cash needs or funding requirements

Insights

Biotech Investment Analyst

INOVIO's upcoming share offering will dilute existing shareholders with no disclosed purpose for the raised capital.

INOVIO Pharmaceuticals has announced a proposed public offering with a notably complex structure involving common stock (or pre-funded warrants) plus two separate series of warrants (Series A and B). This multi-layered approach suggests the company is crafting a financing package designed to appeal to different investor preferences while potentially maximizing capital raised.

The offering will directly dilute existing shareholders as new securities are issued, reducing current investors' ownership percentage and potentially their earnings per share. However, without disclosure of the offering size, pricing, or most critically, the intended use of proceeds, investors cannot properly evaluate whether this dilution is justified by strategic benefits.

Pre-funded warrants are typically utilized when certain investors (often institutional) cannot own above specific percentages of common stock but want to participate in the offering. The dual-warrant structure (Series A and B) adds another layer of complexity and potential future dilution beyond the immediate offering.

Piper Sandler's role as sole book-running manager with a standard 15% overallotment option is typical for biotechnology financings. The shelf registration statement was filed in November 2023 and became effective January 2024, indicating this capital raise has been in planning for some time rather than being a sudden decision.

For INOVIO shareholders, this offering represents a certainty of dilution without clarity on the strategic benefits that might offset this impact. The lack of detail regarding capital deployment toward the company's DNA medicine pipeline for HPV-related diseases, cancer, or infectious diseases makes it impossible to determine if this financing will ultimately create or destroy shareholder value.

PLYMOUTH MEETING, Pa., July 2, 2025 /PRNewswire/ -- INOVIO Pharmaceuticals, Inc. (Nasdaq: INO), a biotechnology company focused on developing and commercializing DNA medicines to help treat and protect people from HPV-related diseases, cancer, and infectious diseases, today announced that it intends to offer and sell shares of its common stock (or pre-funded warrants to purchase its common stock in lieu thereof) and in either case, accompanying Series A warrants and Series B warrants to purchase shares of its common stock (or pre-funded warrants to purchase its common stock in lieu thereof), in an underwritten public offering. All of the securities in the proposed offering will be sold by INOVIO. INOVIO intends to grant the underwriter a 30-day option to purchase additional shares of its common stock and/or accompanying Series A and Series B warrants to purchase shares of its common stock in an amount up to 15% of the securities offered in the public offering under the same terms and conditions. The proposed offering is subject to market conditions, and there can be no assurance as to whether or when the offering may be completed, or the actual size or terms of the offering.

Piper Sandler & Co. is acting as sole book-running manager for the offering.

A shelf registration statement relating to the shares of common stock, pre-funded warrants and accompanying Series A and Series B warrants offered in the offering described above was filed with the Securities and Exchange Commission ("SEC") on November 9, 2023 and declared effective by the SEC on January 31, 2024. The offering will be made only by means of a written prospectus and prospectus supplement that form a part of the registration statement. A preliminary prospectus supplement and accompanying prospectus relating to and describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus, when available, may also be obtained by contacting: Piper Sandler & Co., Attention: Prospectus Department, 800 Nicollet Mall, J12S03, Minneapolis, Minnesota 55402, or by telephone at (800) 747-3924, or by e-mail at prospectus@psc.com.  

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About INOVIO 

INOVIO is a biotechnology company focused on developing and commercializing DNA medicines to help treat and protect people from HPV-related diseases, cancer, and infectious diseases. INOVIO's technology optimizes the design and delivery of innovative DNA medicines that teach the body to manufacture its own disease-fighting tools.

Forward-Looking Statements 

This release contains or may imply "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not based on historical fact and include, but are not limited to, statements regarding INOVIO's anticipated public offering, including the completion of the public offering on the anticipated terms, if at all. Any forward-looking statements are based on management's current expectations of future events and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to, risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to the proposed public offering. For a discussion of other risks and uncertainties, and other important factors, any of which could cause our actual results to differ from those contained in the forward-looking statements, see the section entitled "Risk Factors" in INOVIO's Annual Report on Form 10-K for the year ended December 31, 2024, INOVIO's Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 and in other filings that INOVIO makes with the SEC from time to time. There can be no assurance that any of the forward-looking information provided herein will be proven accurate. These forward-looking statements speak only as of the date hereof and INOVIO undertakes no obligation to update forward-looking statements, and readers are cautioned not to place undue reliance on such forward-looking statements.

Contacts

Media: Jennie Willson (267) 429-8567 jennie.willson@inovio.com
Investors: Peter Vozzo, ICR Healthcare, 443-213-0505 peter.vozzo@icrhealthcare.com

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SOURCE INOVIO Pharmaceuticals, Inc.

FAQ

What type of securities is INOVIO (NASDAQ:INO) offering in its public offering?

INOVIO is offering common stock (or pre-funded warrants) along with Series A and Series B warrants to purchase common stock.

Who is the underwriter for INOVIO's (NASDAQ:INO) public offering?

Piper Sandler & Co. is acting as the sole book-running manager for the offering.

What option is INOVIO (NASDAQ:INO) granting to the underwriter?

INOVIO is granting the underwriter a 30-day option to purchase up to 15% additional securities under the same terms and conditions.

When was INOVIO's shelf registration statement declared effective by the SEC?

The shelf registration statement was declared effective by the SEC on January 31, 2024.

What is the purpose of INOVIO's (NASDAQ:INO) public offering?

While not explicitly stated, public offerings typically raise capital for corporate purposes. INOVIO is a biotechnology company focused on developing DNA medicines for HPV-related diseases, cancer, and infectious diseases.